Virtual Galaxy Infotech Ltd Auditor Reports

To,

The Members of Virtual Galaxy Infotech Limited

(Formerly known as Virtual Galaxy Infotech Private Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the financial statements of Virtual Galaxy Infotech Limited (Formerly known as Virtual Galaxy Infotech Private Limited)

("the Company"), which comprise the standalone balance sheet as at 31st March 2026, and the statement of Profit and Loss, and statement of cash flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and its Profit and its cash flows for the period ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Emphasis of Matter (EoM)

1. We draw attention to the Note 2.38 of the Notes to Accounts of the Financial Statement which states that the Company was listed on 19th of May 2025, on National Stock Exchanges Emerging Platform subsequent to the reporting period.

2. We draw attention to the Note 2.39 to the financial statements that the Company has amended its Object Clause pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on September 29, 2025. Through the said approval, the shareholders authorized the revision and reallocation of the utilization of funds, whereby an amount of Lakhs _has been earmarked towards capital expenditure for the acquisition of leasehold land at MIHAN SEZ, Nagpur, and Rs.2 796 lakhs towards meeting the Company’s working capital requirements in accordance with the applicable provisions of law and regulatory requirements Note 2.41 to the financial statements which states that the Company declared an interim dividend of Rs.248.69 lakhs for the financial year ended March 31, 2026. Of the said amount, dividend aggregating to Rs.1.88 lakhs remained unpaid as at the reporting date The Co-P-y has subsequently paid the outstanding dividend in accordance with the provisions of the Companies Act, 2013 through an earmarked bank account, and accordingly, no unpaid dividend remains outstanding as on the date of signing this audit report.

4. We draw attention to Note 2.46 to the financial statements which describes the issuance of 12,43,432 warrants convertible into equity shares that Promoter and Promoter Group, approved by the Board and shareholders during FY 2025-26. The in-principle approval from NSE was received on April 10, 2026, and the warrants were allotted on April 23 2026 upon receipt of 25% of the subscription consideration. Since the allotment was made subsequent to March 31, 2026, the transaction had no impact on the financial position of the Company as at that date. The issue is intended to fund the Company’s working capital requirements.

5. We draw attention to the Note 2.48 that the Company has not maintained an audit trail (edit log) feature in the accounting software used for maintaining its books of account, as required under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for the period under audit. Consequently, we are unable to comment on the completeness and operability of the audit trail feature in accordance with the said requirements.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the financial statements of the current period.

We draw attention to the Note 2.30 of the Notes to Accounts of the Financial Statement which highlights the changes in the number of weighted average equity shares considered for calculation of basic earnings per share for the period ended 31st March 2026.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, Business Responsibility Report but does not include the Financial Statements and our auditors report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies- maxing judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Reporting process responsible for overseeing the Companys financial

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the

• Evaluate the appropriateness of accounting policies used and th*> mlllgemlnt55 ?f aCCOUnting estimates and related disclosures made by madequeite, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However uture events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledge user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in planning the scope of our audit work and in evaluating the results of or works and to evaluate the effect of the any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the and a statement on the matters specified in paragraphs 3

2 As required by Section 143(3) of the Act, we report that:

a)we have bought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. y

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

0 With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Standalone Financial Statements. And;

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirement of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the company has paid remuneration to its director.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigation having impact on its financial position in its financial statements.

The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

Iii There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge and belief, in the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ( the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries) or provide any guarantee security or the like on behalf the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (the Funding parties), with the understanding, whether recorded in writing or otherwise that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has declared a dividend of Rs. 1 per equity share as an Interim Dividend (being 10% of the face value of Rs.10 per share) out of its free reserves for the financial year ended 31st March 2026. The total dividend declared amounts to Rs. 248.69 lakhs. Out of the above, the gross dividend amounting to Rs. 1.88 lakhs remained unpaid as on the date of signing of these financial statements. The Company has transferred the unpaid dividend amount to a separate bank account in compliance with the provisions of the Companies Act, 2013. The unpaid dividend will be dealt with in accordance with the requirements of the Act.

vi. On the basis of our examination which included test check, the Company, in respect of financial year commencing from 1st April, 2025, has used an accounting software for maintaining the books of account the same used by the Company had the audit trail functionality enabled. However, pursuant to the change in the registered office of the Company, the audit trail feature was subsequently not activated. The management is taking necessary steps to ensure compliance with the applicable audit trail requirements.

3 With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

The Annexure referred to in the Independent Auditors Report to the Members of the Company on the Financial Statements for the period ended 31st March 2026, and on the basis of information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1. In respect of the Companys fixed assets:

a) A)The Company has maintained proper records, showing full particulars, including quantitative details and situation of the fixed assets.

B) The company is maintaining proper records showing full particulars of intangible assets.

b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the records examined by us and based on the examination we report that there are no immovable properties in the name of company, hence this clause is not applicable.

d) The Company has not revalued its Property, Plant and Equipment or intangible assets during the year. Therefore, the reporting as per paragraph 3(1) (d) of the order is not required.

e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made

thereunder. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable to the Company.

2. a) We are informed that inventories have been physically verified by the management during the year and also at the end of the year. In our opinion, the frequency of verification is reasonable. In our opinion and according to the explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stocks and book records were not more than 10% in each class and have been properly dealt with in the books of accounts.

c) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns or statements comprising stock statements, statements on analysis of the debtors and creditors along with other stipulated financial information filed by the Company with such banks are in agreement with the books of account of the Company of the respective quarters and no material discrepancies have been observed.

3. During the period, the Company has not made investments, provided any guarantee and security and granted any loans and advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties hence clause 3(iii)a to 3(iii)f is not applicable to the company.

4. In our opinion and according to the Information and explanations given to us, the Company has complied with the provision of Section 185 and 186 of the Act, with respect to loans and investments made and securities offered as Lien.

5. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

6. The maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the order is not applicable to the company.

7. According to the records, information and explanations, provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amounts including P.F., E.S.I.C., T.D.S., P.T., G.S.T. if any, and other statutory dues applicable to it, and no undisputed amounts payable were outstanding as on 31st March 2026 for a period of more than six months from the date they become payable up to the date of our report.

8. According to the information and explanations given to us and the records of the Company examined by us, as at 31st March 2026, there were no such transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

9. a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which these were obtained.

d) Accordingly, to the information and explanation given to us and the procedures performed by us, and on an overall examination of the Company, we report that no funds raised

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary. Accordingly Company Undei" clause 3(ixKe) of the Order is not applicable to the

f) According to the information and explanations given to us the Company has not raised any loans during the year on the pledqe of subsidiary- Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable to the Company.

10. a)The Company has issued 65,70,000 equity shares having a face value of Rs.10 per share at a premium of Rs.132 per share (issue price of Rs.142 per share). Pursuant to the said issuance, the company has recervecj an aggregate amount of Rs.6,57,00,000 towards share capital and Rs.86,72,40,000 towards securities premium.

b) The Company has not made private placement of shares during the year and hence reporting under 3 (x)(b) of the order is not applicable.

11. a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the period covered by our audit.

b) No report under Section 143(12) of the Act has been filed with the Central Government for the period covered by our audit.

c) According to the information and explanations given to us including the representation made to us by the Management of the Company, there are no whistle-blower-complaints received by the Company during the year.

12.The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

13.In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with related parties are in compliance with Sections 177 and 188 of the Act, where applicable. Further, details of such related party transactions have been disclosed in the Standalone Financial Statements, as required Accounting Standards, Related Party Disclosures specified in under Section 133 of the Act.

14. The company is subject to this clause and has appointed an internal auditor.

15. According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its Directors or persons connected with them and accordingly, provisions of Section 192 of the Act are not applicable to the Company.

16. a) The Company is not required to be registered under section 45-IA the, Reserve Bank India Act, 1934. Hence, reporting under clause 3(xvi)(a) & (b) of the Order is not applicable.

b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(c) &(d) of the Order is not applicable.

17. The Company has not incurred any cash loss in the current as well as the immediately preceding financial year.

18. There has been no resignation of the Statutory Auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

19. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements, our knowledge of the plans of the Board of Directors and Management, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due within a period of one year from the Balance Sheet date. We, however, state that this is not an assurance as to the future viability of the Company.

We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the Balance Sheet date, will get discharged by the Company as and when they fall due.

20. With respect to provisions of section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility the company has not transferred any unspent amount to a Fund specified in Schedule VII to the Companies Act.

21. The reporting under clause 3(xxi) is not applicable in respect of audit of standalone financial statements of the company. Accordingly, no comment has been included in respect of said clause under this report

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF VIRTUAL GALAXY INFOTECH LIMITED (FORMERLY KNOWN AS VIRTUAL GALAXY INFOTECH PRIVATE LIMITED)

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Virtual Galaxy Infotech Limited as of 31st March 2026 in conjunction with our audit of the Standalone financial statements of the Company for the period ended on that date. 1

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of material misstatement of the Standalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements or external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.