Octaware Technologies Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying standalone financial statements of financial statements of
OCTAWARE TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as
at 31st March 2025, the Statement of Profit and Loss and Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.

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
(the ‘Act'') in the manner so required and give a true and fair view in conformity with the
accounting standards prescribed under section 133 of the Act and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31^st March 2025, and its
profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s 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.

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. 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.

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s Report, but does not include the
financial statements and our auditor''s report thereon. These reports are expected to be made
available to us after the date of our auditor''s report.

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 identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those charged
with governance and determine the actions under the applicable laws and regulations.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone 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 Accounting
standards referred to in section 133 of the Act, as applicable. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding 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
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company''s 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.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibility for the Audit of Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3) (i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in the
financial statements, or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of 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.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of section 143(11) of the Act, we give in “Annexure
A”, a statement on the matter specified in the paragraph 3 and 4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act, 2013, we report
that:

a. We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our audit;

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

c. The Balance Sheet and Statement of Profit and Loss including Statement of Cash
Flow dealt with this report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statement comply with the Accounting
Standards specified under Section 133 of Act, read with relevant rule issued
thereunder.

e. On the basis of written representations received from the directors as on March
31, 2025, taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025, from being appointed as a director in terms of
section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial
reporting of the company and operating effectiveness of such controls, referred to
our separate report in “Annexure B".

g. The Company has not paid or provided for any managerial remuneration during
the year. Accordingly, reporting under Section 197(16) of the Act is not applicable.

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

(a) The Company has no pending litigations as at 31st March 2025 which would
impact its financial position, and no disclosure is required in its standalone
financial statements

(b) The Company did not have any long-term and derivative contracts as at March
31, 2025.

(c) There has been no delay in transferring amounts, required to be transferred,
the Investor Education and Protection Fund by the Company during the year
ended March 31, 2025.

(d) The management has;

(i) represented that, to the best of its knowledge and belief as disclosed in the
Financial Statements, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

(ii) 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 persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the
Company shall:

• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub clause (d) (i) and (d) (ii) contain any
material miss-statement.

(e) The company has neither declared nor paid any dividend during the year
under Section 123 of the Act.

(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable to the Company with effect from April
1, 2023. Based on our examination, which included test checks, and other
generally accepted audit procedures performed by us, we report that the
Company has used accounting software ‘Microsoft Dynamics Axapta 2012 R2''
for maintaining its books of account which has a feature of recording audit trail
facility and the same has been operated throughout the period for all
transactions recorded in the software.

FOR D G M S & Co.,

Chartered Accountants

Place: Mumbai
Date: 30^th May 2025

Hiren J Maru

Partner

M. No. 115279

FRN:0112187W

UDIN: 25115279BMIQCL6467

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of financial statements of
OCTAWARE TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as
at 31st March 2024, the Statement of Profit and Loss and Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.

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
(the ‘Act'') in the manner so required and give a true and fair view in conformity with the
accounting standards prescribed under section 133 of the Act and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, and its
profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s 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.

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. 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.

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s Report, but does not include the
financial statements and our auditor''s report thereon. These reports are expected to be made
available to us after the date of our auditor''s report.

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 identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those charged
with governance and determine the actions under the applicable laws and regulations.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone 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 Accounting
standards referred to in section 133 of the Act, as applicable. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding 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
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company''s 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.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in the
financial statements, or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of 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.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of section 143(11) of the Act, we give in “Annexure
A”, a statement on the matter specified in the paragraph 3 and 4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act, 2013, we report
that:

a. We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our audit;

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

c. The Balance Sheet and Statement of Profit and Loss including Statement of Cash
Flow dealt with this report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statement comply with the Accounting
Standards specified under Section 133 of Act, read with relevant rule issued
thereunder.

e. On the basis of written representations received from the directors as on March
31, 2024, taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024, from being appointed as a director in terms of
section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial
reporting of the company and operating effectiveness of such controls, referred to
our separate report in “Annexure B".

g. The Company has not paid or provided for any managerial remuneration during
the year. Accordingly, reporting under Section 197(16) of the Act is not applicable.

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

(a) The Company has disclosed the impact of pending litigations as at 31 March
2024 on its financial position in its standalone financial statements - Refer
Note (vii) of Annexure - A to the standalone financial statements

(b) The Company did not have any long-term and derivative contracts as at March
31, 2024.

(c) There has been no delay in transferring amounts, required to be transferred,
the Investor Education and Protection Fund by the Company during the year
ended March 31, 2024.

(d) The management has;

(i) represented that, to the best of its knowledge and belief as disclosed in the
Financial Statements, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

(ii) 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 persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the
Company shall:

• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to

believe that the representations under sub clause (d) (i) and (d) (ii) contain any
material miss-statement.

(e) The company has neither declared nor paid any dividend during the year
under Section 123 of the Act.

(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable to the Company with effect from April
1, 2023. Based on our examination, which included test checks, and other
generally accepted audit procedures performed by us, we report that the
Company has used accounting software ‘Microsoft Dynamics Axapta 2012 R2''
for maintaining its books of account which has a feature of recording audit trail
facility and the same has been operated throughout the period for all
transactions recorded in the software.

FOR D G M S & Co.,

Chartered Accountants

Place: Mumbai
Date: 30^th May 2024

Hiren J Maru

Partner

M. No. 115279

FRN:0112187W

UDIN: 24115279BKBWKY3237

---

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT ON STANDALONE FINANCIAL STATEMENT

To,

The Members of,

Octaware Technologies Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Octaware Technologies Limited (''the company''], which comprises Balance Sheet as at 31st March 2018, the Statement of Profit and Loss account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

1. The Company''s 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 standalone financial statements that gives 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, read with Rule 7 of the Companies (Accounts] Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 financial statements that give a true and fair view and are free from materials misstatement, whether due to fraud or error.

Auditor''s Responsibility

2. Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provision of the Act, 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.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10] of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedure selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company''s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

3. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31st March, 2018, and its Profit and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

4. As required by the Companies (Auditor''s Report] Order, 2016 (the Order] issued by the Central Government in terms of Section 143 (11] of the Act, we enclosed in the Annexure ''A'' statement on matters specified in paragraph 3 & 4 of the said order.

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

a] We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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 and the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d] In our opinion, the aforesaid standalone 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] In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st Mar 2018 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st Mar 2018 from being appointed as a director in terms of section 164(2] of the Act.

g] Report on the Internal Financial Controls under Clause (1] of Sub-section 3 of section 143 of the companies Act, 2013 ("the Act"] - is enclosed an Annexure ''B'' to this report. h] With respect to the other matters to be included in the Auditor''s 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. As informed to us the Company has pending litigations which would impact its financial position ii. 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. Based on audit procedures and representations provided to us by the management, we report that the disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management.

For MVK Associates Chartered Accountants

FRN:120222W

CA.R.P.Ladha Partner M.No.048195
Place: Mumbai Date: 28/05/2018

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Annexure ''A''

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -i.

a. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name of the company.

ii. The company neither has any inventory as on 31.03.2018 nor at any time during the year. Hence, the provision of Clause 3(ii) of the Order is not applicable to the Company.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured interest free loans to one company listed in the register maintained under Section 189 of the Companies Act, 2013.

(a] The party has repaid the principal amount as stipulated.

(b] There is no overdue amount of loan granted to company, firms or other partied listed in the registers maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, company has complied with the provision of section 185 and 186 of the Companies Act, 2013 In respect of loans, investment, guarantees, and security.

v. The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of sections 73 to 76 or any other relevant provisions of the Actand the Companies (Acceptance of Deposit] Rules,2015 with regards to the deposits accepted from the public are not applicable.

vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1J of section 148 of the Companies Act, 2013.

vii. According to information and explanations given to us and on basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2018 for a period of more than six months from the date they became payable.

viii. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

ix. Based on our audit procedures and according to the information given by the management, the company has not raised any money by way of initial public offer or further public offer (including debt instruments] or taken any term loan during the year.

x. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us, we report that managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. The company is not a Nidhi Company. Therefore clause (xiij of the order is not applicable to the company.

xiii. According to the information and explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

xiv. Based upon the audit procedures performed and the information and explanations given by the management, the company has made preferential allotment during the year under review.

XV. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or person connected with him. Accordingly, the provision of clause 3 (xvj of the Order are not applicable to the Company and hence not commented upon.

xvi. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. And accordingly, the provisions of clause 3 (xvi] of the Order are not applicable to the Company and hence not commented upon.

For MVK Associates Chartered Accountants

FRN:120222W

CA.R.P.Ladha Partner M.No.048195
Place: Mumbai Date: 28/05/2018

Annexure ''B''

REPORT ON INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act.2013 ("the Act'')

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

Management''s Responsibility for Internal Financial Controls

The Company''s 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 company''s 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 Company''s 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 auditor''s judgment, including the assessment of the risks of material misstatement of the 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s 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 company''s 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 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 company''s assets that could have a material effect on the 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 March 31st, 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 Institute of Chartered Accountants of India.

For MVK Associates Chartered Accountants

FRN:120222W

CA. R.P.Ladha M.No.048195

Place: Mumbai Date:28/05/2018