Vertexplus Technologies Ltd Auditor Reports

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014) To, The Board of Directors, Vertexplus Technologies Limited

Dear Sir,

We have examined the attached Restated Standalone Audited Financial Information of Vertexplus Technologies Limited comprising the Restated Standalone Audited Statement of Assets and Liabilities as at March 31, 2022, March 31, 2021, & March 31, 2020 the Restated Standalone Audited Statement of Profit & Loss, the Restated Standalone Audited Cash Flow Statement the financial year ended March 31, 2022, March 31, 2021& March 31, 2020, the Standalone Summary statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Standalone Financial Information) as approved by the Board of Directors in their meeting held on September 20, 2022 for the purpose of inclusion in the Offer Document, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) and prepared in terms of the requirement of:-

d) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR

Regulations") as amended (ICDR Regulations"); and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

f) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. ("The Guidance Note").

The Companys Board of Directors is responsible for the preparation of the Restated Standalone Financial Information for the purpose of inclusion in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, Jaipur in connection with the proposed IPO. The Restated Standalone Financial Information have been prepared by the management of the Company for the Financial year ended on March 31, 2022, March 31, 2021 & March 31, 2020 on the basis of preparation stated in ANNEXURE D to the Restated Standalone Financial Information. The Board of Directors of the companys responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Information. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

We have examined such Restated Standalone Financial Information taking into consideration:

e) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated September 10, 2022 in connection with the proposed IPO of equity shares of the Company; f) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; g) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and, h) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

These Restated Standalone Financial Information have been compiled by the management from:

b) Audited Standalone financial statements of company as at and for the period ended for the financial year ended March 31, 2022, March 31, 2021 & March 31, 2020 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.

For the purpose of our examination, we have relied on:

a) Auditors Report issued by us dated September 02, 2022 for the Financial year ended 31^st March, 2022 & the Previous Auditor i.e. M/s Barola & Company Dated November 21, 2021, December 05, 2020 for the Financial Year Ended on 31^st March 2021, 31^st March 2020 respectively. b) The audit for the financial year ended on March 31, 2021 & 2020 swas conducted by the Companys previous statutory auditor, and accordingly reliance has been placed on the statement of assets and liabilities and statements of profit and loss, the Significant

Accounting Policies, and other explanatory information and (collectively, the Audited Financial Statement") examined by them for the said years.

The modification in restated financials were carried out based on the modified reports, if any, issued by us or Previous auditor which is giving rise to modifications on the financial statements as at and for the years ended March 31, 2022, March 31, 2021 and March 31, 2020. There is no qualification of us or previous auditor for the Financial Statement of March 31, 2022, March 31, 2021 and 2020.

The audit reports on the financial statements were modified and included following matter(s) giving rise to modifications on the financial statements as at and for the period ended on March 31, 2022, March 31, 2021 & 2020: -

k) The Restated Standalone Financial Information or Restated Standalone Summary Financial Statement have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

l) The Restated Standalone Financial Information or Restated Standalone Summary Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualifications which require adjustments;

m) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;

n) There were no qualifications in the Audit Reports issued by us & M/s Barola & Company for the Financial Year Ended March 31, 2022, March 31, 2021 and 2020 which would require adjustments in this Restated Standalone Financial Statements of the Company;

o) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE D to this report;

p) Adjustments in Restated Standalone Financial Information or Restated Summary Financial Statement have been made in accordance with the correct accounting policies,

q) There was no change in accounting policies, which needs to be adjusted in the Restated Standalone Financial Information or Restated Summary Financial Statement;

r) There are no revaluation reserves, which need to be disclosed separately in the Restated Standalone Financial Information or Restated Summary Financial Statement.

s) The related party transaction for purchase & sales of services entered by the company are at arms length.

t) The Company has not paid any dividend since its incorporation.

In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

a) The "Restated Standalone Statement of Assets and Liabilities" as set out in ANNEXURE A to this report, of the Company as at & Financial Year Ended March 31, 2022, March 31, 2021and 2020 is prepared by the Company and approved by the Board of Directors. These Restated Standalone Summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Standalone Significant Accounting Policies and Notes to Accounts as set out in ANNEXURE D to this Report.

b) The "Restated Standalone Statement of Profit and Loss" as set out in ANNEXURE B to this report, of the Company for Financial Year Ended March 31, 2022, March 31, 2021and 2020 is prepared by the Company and approved by the Board of Directors. These Restated Standalone Summary Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Standalone Significant Accounting Policies and Notes to Accounts as set out in ANNEXURE D to this Report. c) The "Restated Standalone Statement of Cash Flow" as set out in ANNEXURE C to this report, of the Company Financial Year Ended March 31, 2022, March 31, 2021and 2020 is prepared by the Company and approved by the Board of Directors. These Standalone Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Standalone Significant Accounting Policies and Notes to Accounts as set out in ANNEXURE D to this Report.

Audit for the financial year ended on March 31, 2021 & 2020 was conducted by M/s Barola & Company & Accordingly reliance has been placed on the financial statement examined by them for the said years. Financial Reports included for said years are solely based on report submitted by them.

We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company Financial Year Ended March 31, 2022, March 31, 2021, and 2020 proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus / Prospectus ("Offer Document") for the proposed IPO.

Restated Standalone Statement of Share Capital, Reserves And Surplus	Annexure A.1 & Annexure A.2
Restated Standalone Statement of Long Term Borrowing	Annexure A.3
Restated Standalone Statement of Long Term Provisions	Annexure A.4
Restated Standalone Statement of Short Term Borrowing	Annexure A.5
Restated Standalone Statement of Trade Payables	Annexure A.6
Restated Standalone Statement of Other Current Liabilities And Short Term Provisions	Annexure A.7 & Annexure A.8
Restated Standalone Statement of Fixed Assets	Annexure A.9
Restated Standalone Statement of Deferred Tax Assets(Liabilities)	Annexure A.10
Restated Standalone Statement of Non Current Investments	Annexure A.11
Restated Standalone Statement of Other Non current Assets	Annexure A.13
Restated Standalone Statement of Current Investments	Annexure A.13
Restated Standalone Statement of Trade Receivables	Annexure A.14
Restated Standalone Statement of Cash & Cash Equivalents	Annexure A.15
Restated Standalone Statement of Short Term Loans & Advances	Annexure A.16
Restated Standalone Statement of Other Current Assets	Annexure A.17
Restated Standalone Statement of Revenue from Operations	Annexure B.1
Restated Standalone Statement of Other Income	Annexure B.2
Restated Standalone Statement of Employee Benefit Expenses	Annexure - B.3
Restated Standalone Statement of Finance Cost	Annexure - B.4
Restated Standalone Statement of Depreciation & Amortisation	Annexure - B.5
Restated Standalone Statement of Other Expenses	Annexure B.6
Restated Standalone Statement of Deferred Tax Asset / Liabilities	Annexure B.7
Material Adjustment to the Restated Financial	Annexure E
Restated Standalone Statement of Tax shelter	Annexure F
Restated Standalone Statement of Capitalization	Annexure G
Restated Standalone Statement of Contingent Liabilities	Annexure H
Restated Standalone Statement of Accounting Ratios	Annexure I
Restated Standalone Statement of related party transaction	Annexure J

In our opinion and to the best of information and explanation provided to us, the Restated Standalone Financial Information of the Company, read with significant accounting policies and notes to accounts as appearing in ANNEXURE D are prepared after providing appropriate adjustments and regroupings as considered appropriate.

We, M/s. A Y & Company, Chartered Accountants have been subjected to the peer review process of the Institute of

Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.

The preparation and presentation of the Standalone Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

We have no responsibility to update our report for events and circumstances occurring after the date of the report.

In our opinion, the above Standalone Financial information contained in ANNEXURE A to J of this report read with the respective Standalone Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE D are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note.

Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the IPO-SME for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.

For, M/s A Y & CO.

Chartered Accountants

Firm Registration Number: - 020829C

Peer Review No. 013225

CA Arpit Gupta

(Partner)

Membership No.421544

UDIN - 22421544AUYPWO5918

Date: 20.09.2022

Place: Jaipur