Wisec Global Ltd Directors Report.

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF WISEC GLOBAL LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying financial statements of Wisec Global Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018 the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Ind AS Financial Statements

2. 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 Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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; making 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility .

3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there . under including the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements is free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Emphasis on Matter

8. We draw attention to note l(a)(iii) in the financial statements which indicate that the company incurred a net loss of Rs. 11 lakhs during the year ended March 31, 2018 and Rs. 128 lakhs in the immediate preceding year. The company does not have any contracts for supply of services and sufficient cash flows available. These conditions, along with other matters as set forth in Note l(a)(iii) indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern.

No adjustments with respect to above have been effected in financial statements.

Basis for Qualified Opinion

9. As explained in Note 1(f) of the financial statements, the company is having a technical knowhow in the books of accounts which has been shown as intangible assets. The management has not made available any record or other documentary evidence to verify the existence of such asset, to audit the carrying value of such asset at reporting date including any impact on profit and loss for amortization of such asset or any impact on account of impairment and related disclosures. As a result, we are unable to comment on its existence as well as its carrying value at the year end and its resultant impact on the statement of profit or loss, retained earnings and the related disclosures forming part of their financial statements.

10. As explained in Note l(k) of the financial statements, the monetary assets and liabilities denominated in foreign currency are not translated at the year end rates and resultant gain or loss on foreign exchange translations are not recognized in the Statement of Profit and Loss. As a result we are unable to comment on the accuracy of the valuation been done for the monetary assets and liabilities denominated in foreign currency at the year end and its resultant impact on the profit or loss for the year, retained earnings and the related disclosures forming part of the financial statements.

11. As explained in Note l(o) of the financial statements, the valuation of gratuity and leave encashment is not based on the actuarial valuation done by an independent actuary. The calculation of the same has been done by the management on at their own. As a result we are unable to comment on the accuracy of the valuation been done for Gratuity and leave encashment as at the year end and its resultant impact on the statement of profit or loss for the year, retained earnings and the related disclosures forming part of the financial statements.

12. The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act amounting to INR 41.68 Lakhs. We have not been made available the terms and conditions of the grant of such loan. As a result, we are unable to comment on its existence as well as its carrying value at the year end and its resultant impact on the statement of profit or loss, retained earnings and the related disclosures forming part of their financial statements.

13. The Company has a due and outstanding of Rs. 55.87 Lakhs as on March 31, 2018 towards public deposit within the meaning of Section 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended. We have not been made available with the information to which can enable us to comment on valuation or compliances with applicable laws and compliance with INDAS

Qualified Opinion

14. In our opinion and to the best of our information and according to the explanations given to us, subject to the qualifications mentioned in para 9, 10,11,12 & 13, therefore said Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

15. The financial information of the Cbmpany for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by other firm of chartered accountants. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

16. As required by the Companies (Auditors Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) Subject to our comment in para 14 above, we have sought and obtained all the information and explanations that to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Subject to our comment in para 14 above, 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) Subject to our comment in para 14 above, The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) Subject to our comment in para 14 above, In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2018taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(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 knowledge and belief and according to the information and explanations given to us:

i. The Company does not have any pending litigations that would have impact on its financial position.

ii. The Company did not have any long-term contracts including derivative contracts as at March 31,2018.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company during the year ended March 31,2018. .

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31,2018.

For Riha Lekhi & Company Chartered Accountants Firm Regn. No. - 027312N

• Sd/-

Partner Riha Lekhi

Place: New Delhi

Date: May 30,2018

Annexure A to Independent Auditors Report

Referred to in paragraph 17(g) of the Independent Auditors Report of even date to the members of Wisec Global Limited on the financial statements for the year ended March 31,2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Wisec Global Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. 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 (ICAI). 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 Act.

Auditors Responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act 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 ICAI. ,

4. Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

5. 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 financial statements for 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of un authorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Basis for Disclaimer of Opinion

1. The Company is in the process of completing its review of system of internal financial controls over financial reporting for the significant business processes considering the essential components of internal control stated in the Guidance Note on Audit of Internal Control over Financial Reporting and therefore, necessary evidences could not be made available to us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2018.

Disclaimer of Opinion

7. As described in the Basis for Disclaimer paragraph above, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion on whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2018 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 ICAI.

8. We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended March 31, 2018, and the disclaimer does not affect our j opinion on the financial statements of the Company.

For Riha Lekhi & Company

Chartered Accountants Firm

Regn. No. - 027312N

Sd/-

Partner

Riha Lekhi Place: New Delhi

Date: May 30,2018

Annexure B to Independent Auditors Report

Referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Wisec Global Limited on the financial statements as of and for the year ended March31,2018 .

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of property, plant and equipment.

(b) Subject to comment in para 9 of our Audit Report to which this Annexure B is annexed, the property, plant and equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the property, plant and equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The Company does not have any immovable properties of freehold or leasehold nature or any land & buildings and hence reporting under clause (i) (c) is not applicable.

ii. The Company does not have any inventory and hence reporting under clause (ii) of the CARO 2016 is not applicable.

iii. The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act amounting to INR 41.68 Lakhs.

(a) We have not been made available the terms and conditions of the grant of such loan, hence, we are not able to comment whether terms and conditions are prejudicial to the companys interest or not.

(b) Since, no terms and conditions related to grant of such loan are made available to us, we are unable to comment on the schedule of repayment of principal and interest.

(c) Since, no terms and conditions related to grant of such loan are made available to us we are not able to comment on clause3 (iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order.

iv. The Company has not granted any loans, made investments or provide guarantees under section 185 and 186 of the Act and hence reporting under clause (iv) of the CARO 2016 is not applicable.

v. The Company has a due and outstanding of Rs. 55.87 Lakhs as on March 31, 2018 towards public deposit within the meaning of Section 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended. We have not been made available with the information to which can enable us to comment on whether the directives issued by Reserve Bank of India and provisions of Companies Act 2013 have been complied with.

vi. The Central Government of India has. not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service- tax, duty of customs, and duty of excise or value added tax or goods and service tax which have not been deposited on account of any dispute except as mentioned in table below:

Name of the Statute Nature of the dues Amount (Rs) Period to which the amount relates Due Date Date of Payment Remarks if any
Income tax Tax deducted at source 387 FY 201415 Not paid till the date of issue of report Interest on late deposit of TDS
Income tax Tax deducted at source 3,443 FY 201314 Not paid till the date of issue of report Late filing fee and interest on late deposit of TDS
Income tax Tax deducted at source 1,01,593 FY 201213 and earlier Not paid till the date of issue of report Short payment and interest on late deposit of TDS

viii. The Company has not taken any loans or borrowings from the financial institutions, banks and government or has not issued any debenture during the year, Hence, reporting under clause (viii) of the CARO 2016 is not applicable.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Riha Lekhi & Company Chartered Accountants Firm Regn. No. - 027312N

Sd/-

. Partner

Riha Lekhi

Place: New Delhi

Date: May 30, 2018