ఆడిటర్ నివేదిక Excelsoft Technologies Ltd.
I have audited the accompanying standalone financial
statements of Excelsoft Technologies Limited (''the Company''),
which comprise the balance sheet as at March 31, 2026, the
statement of profit and loss (including other comprehensive
Income), the statement of changes in Equity and the
statement of cash flows for the year ended, and a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as "the standalone financial
statements").
In my opinion and to the best of my information and according
to the explanations given to me, the aforesaid standalone
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 Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, ("Ind AS") and the other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2026, and its profit and total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.
I have conducted my audit of the standalone financial
statements in accordance with the standards on Auditing
("SA"s) specified under section 143(10) of the Act . My
responsibilities under those standards are further described
in the Auditor''s Responsibilities for the Audit of the standalone
financial statements section of my report. I am Independent of
the Company in accordance with the code of ethics issued by
the Institute of Chartered Accountants of India (ICAI) together
with the independence requirements that are relevant to
my audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and I
have fulfilled my other ethical responsibilities in accordance
with these requirements and the ICAI''s code of ethics. I
believe that the audit evidence I have obtained is sufficient and
appropriate to provide a basis for my opinion on the standalone
financial statements.
Key audit matters (''KAM'') are those matters that, in my
professional judgement, were of most significance in my audit
of the standalone financial statements of the current period.
These matters were addressed in the context of my audit of
the standalone financial statements as a whole, and in forming
my opinion thereon, and I do not provide a separate opinion on
these matters. I have determined the matters described below
to be the key audit matters to be communicated in my report.
DESCRIPTION OF KEY AUDIT MATTER
Revenue recognition
The Company derives revenues primarily from IT services
comprising software development and related services,
licensing of software products and platforms across the
Company''s core and digital offerings (together called as
"software-related services"). Contracts with customers are
either on a time-and-material, fixed-price or on a license basis.
Revenues from customer contracts are considered for
recognition and measurement when the contract has been
approved in writing, by the parties, to the contract, the parties to
contract are committed to perform their respective obligations
under the contract, and the contract is legally enforceable.
Revenue is recognized upon transfer of control of promised
products or services ("performance obligations") to customers
in an amount that reflects the consideration the Company has
received or expects to receive in exchange for these products
or services ("transaction price"). When there is uncertainty as
to collectability, revenue recognition is postponed until such
uncertainty is resolved.
The billing schedules agreed with customers include periodic
performance-based billing and/or milestone based progress
billings. Revenues in excess of billing are classified as unbilled
revenue while billing in excess of revenues are classified as
contract liabilities (which we refer to as "unearned revenues").
Revenue from licenses where the customer obtains a "right to use"
the licenses is recognized at the time the license is made available
to the customer. Revenue from licenses where the customer
obtains a "right to access" is recognized over the access period.
Refer Notes 5(a) to the Standalone Financial Statements
Principal Audit Procedures Performed included
the following:
My audit procedures related to the (1) identification of distinct
performance obligations, (2) determination of whether the
Company is acting as a principal or agent and (3) whether fixed
price maintenance revenue is recognized on a straight-line
basis or using the percentage of completion method included
the following, among others:
⢠I tested the effectiveness of controls relating to the (a)
identification of distinct performance obligations, (b)
determination of whether the Company is acting as a
principal or an agent and (c) determination of whether
fixed price maintenance revenue for certain contracts is
recognized on a straight-line basis or using the percentage
of completion method.
⢠Obtained an understanding of the systems, processes and
controls implemented by the Company for recording and
computing revenue, unbilled revenue, unearned revenue balances
⢠On specific and statistically selected samples of contracts,
I have tested that the revenue recognised is in accordance
with the Ind AS 115. This includes testing the Company''s
computation of the estimation of contract costs and
onerous obligations, if any,
⢠Obtained and read contract documents for each selection,
including master service agreements, and other documents
that were part of the agreement.
⢠Identified significant terms and deliverables in the
contract to assess management''s conclusions regarding
the (i) identification of distinct performance obligations
(ii) whether the Company is acting as a principal or an
agent and (iii) whether fixed price maintenance revenue is
recognized on a straight-line basis or using the percentage
of completion method.
⢠assessed that the estimates of costs to complete were
reviewed and approved by appropriate designated
management personnel;
⢠assessed the appropriateness of unbilled, unearned
revenue on balance sheet date by evaluating the progress
of underlying contracts and milestones achieved to
identify possible changes in estimated costs to complete
the remaining performance obligations; and inspected
underlying documents and performed substantive
procedures over cost budget changes to determine
reasonableness of contract costs.
⢠Tested details of a sample of journal entries related to revenue
recognised throughout the reporting period, using risk-
based criteria, with the relevant underlying documentation.
⢠Assessed the appropriateness of the related disclosures in
the standalone financial statements.
Information Other than the Standalone Financial
Statements and Auditor''s Report Theron
The Company''s management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company''s annual
report but does not include the standalone financial statements
and my auditor''s report thereon. The Company''s annual report
is expected to be made available to me after the date of this
auditor''s report.
My opinion on the standalone financial statements does not
cover the other information and I do not express any form of
assurance conclusion thereon.
In connection with my audit of the standalone financial
statements, my responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or my knowledge obtained in the audit or otherwise
appears to be materially misstated.
When I read the Company''s annual report, if I conclude that
there is a material misstatement therein, I am required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.
Management''s Responsibility for the Standalone
Financial Statements
The Company''s management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS)
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; making judgements 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
and Board of Directors are 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. The Board of Directors
is also responsible for overseeing the Company''s financial
reporting process.
Auditor''s Responsibility for the Audit of the
Standalone Financial Statements.
My objectives are to obtain reasonable assurance about
whether the standalone 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 my
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, I exercise
professional judgement and maintain professional skepticism
throughout the audit. I 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 my 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 Act, I
am also responsible for expressing my opinion on whether
the company has adequate internal financial controls with
reference to standalone financial statements 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 I conclude that a material uncertainty
exists, I am required to draw attention in my auditor''s
report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify
my opinion. My conclusions are based on the audit evidence
obtained up to the date of my 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 standalone financial statements
may be influenced. I consider quantitative materiality and
qualitative factors in (i) planning the scope of my audit work
and in evaluating the results of my work; and (ii) to evaluate
the effect of any identified misstatements in the standalone
financial statements.
I 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 I identify during my audit.
I also provide those charged with governance with a statement
that I 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 my independence, and where applicable,
related safeguards.
From the matters communicated with those charged with
governance, I 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.
I describe these matters in my auditors'' report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, I determine that a matter
should not be communicated in my 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 (Auditors'' Report) Order,
2020 ("the Order") issued by the Central Government
of India in terms of Section 143(11) of the Act, I give in
"Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, I report that:
a) I have sought and obtained all the information and
explanations which to the best of my knowledge and
belief were necessary for the purposes of my audit.
b) In my opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from my examination of those books.
c) The standalone Balance Sheet, the standalone
Statement of Profit and Loss including other
comprehensive income, Statement of Changes
in Equity and the Cash Flow Statement dealt with
by this Report are in agreement with the Books
of account.
d) In my opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received
from the directors of the company from 01 April,
2026 to 22 May, 2026 taken on record by the Board
of Directors, none of the directors are disqualified
as on 31 March, 2026 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
the operating effectiveness of such controls, refer
to my separate report in "Annexure B". My report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s
internal financial controls over financial reporting.
g) 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,
as amended, in my opinion and to the best of my
information and according to the explanations given
to me.
As required by Section 143(3) of the Act, I report that:
i. The Company has disclosed the impact of pending
litigations as at 31st March 2026 on its financial
position in its financial statements - Refer Note 46
to the standalone financial statements.
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. (a) The Management has represented that, to the
best of its knowledge and belief, as disclosed
in the note 50(k) to the standalone financial
statements, no funds (which are material
either individually or in the aggregate) 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 person or entity,
including foreign entity ("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 ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(b) The Management has represented, that,
to the best of its knowledge and belief, as
disclosed in the note 50(l) to the standalone
financial statements, no funds (which are
material either individually or in the aggregate)
have been received by the Company from
any person or entity, including foreign entity
("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;
(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to my
notice that has caused me to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
v. The Company has not declared or paid any dividend
during the year.
vi. Based on my examination which included test
checks and in accordance with requirements of
the Implementation Guide on Reporting on Audit
Trail under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014, the Company has used
Zoho Books application as accounting software
for maintaining its books of accounts and other
records, which has a feature of recording audit trail
(edit log) facility and operated throughout the year.
Furthermore, no instances of the audit trail features
being tampered, which were noted in respect of the
accounting software. Additionally, the audit trail of
prior years has been preserved by the Company as
per the statutory requirements for record retention
to the extent it was enabled and recorded in the
respective years.
3. With respect to the matter to be included in the Auditor''s
Report under Section 197(16) of the Act:
I n my opinion and according to the information and
explanations given to me, the remuneration paid during
the current year by the Company to its directors is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director by the Company
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 me.
Ramaswamy Vijayanand
Chartered Accountant
M. No: 202118
Place: Bangalore
Date: 22 May, 2026
UDIN: 26202118WXDWJQ5454
I have audited the accompanying standalone financial statements of Exceisoft
Technologies Limited (''the Company1''), which comprise the balance sheet as at March
31, 2025, the statement of profiL and toss (including other comprehensive income), the
statement or changes In Equity and the statement of cash Dows for the year then
ended, and a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the standalone financial statements").
In my opinion and to the best of my information and according to the explanations given
to me, the aforesaid standalone financial statements give the information required by
the Companies Act, 20l3(''lthe Act") In the manner so required and give a true and fair
view in conformity with Indian Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
{''Tnd AS") and the other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, and its profit and total comprehensive
income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
] have conducted my audit of the standalone financial statements m accordance with the
standards on Auditing (nSA"s) specified under section 143(10) of the Act . My
responsibilities under those standards are further described m the Auditor''s
Responsibilities for the Audit of the sLandalone financial statements section of my report.
I am Independent of the Company m accordance with the code of ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the independence
requirements that are relevant to my audit of the standalone Financial statements under1
the provisions of the Act and the Rules made thereunder, and I have fulfilled my other
ethical responsibilities m accordance with these requirements and the iCAI''s code of
ethics, I believe that Lh,o audit evidence I have obtained is sufficient and appropriate to
provide a basis for my opinion on the standalone financial statements.
Informafcicm Other than the Standalone Financial Statements and Auditor''s
Report Theron
Ihe Company''s management and Board of Directors are responsible for the other
information. The other information comprises the information included In the Company''s
annual report but does not include the standalone financial statements and my auditor''s
report thereon.
My opinion on the standalone financial statements does not cover the other Information
and I do not express any form of assurance conclusion thereon.
In connection with my audit of the standalone financial statements, my responsibility is
to read the other information and, in doing so, consider Whether the other information is
materially inconsistent with the standalone financial statements, or my knowledge
obtained In the audit or otherwise appears to he materially misstated.
If, based on the work I have performed, I conclude that there is a material
misstatement of this other information, i am required to report that fact. I have nothing
to report in this regard
Management''s Responsibility for the Standalone Financial Statements
The Company''s management and 3oard or Directors ore responsible for the matters
stated in Section 3.34(5) of the Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial posiLlon, financial
performance, including other comprehensive income, changes in equity and cash flows
of the Company In accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards find AS) specified under Section
133 or 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 rrauds 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 ate; free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors
are 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. The Board
of Directors Is also responsible for overseeing the Company''s financial reporting process.
Auditors'' Responsibility for the Audit of the Standalone Financial Statements.
My objectives are to obtain reasonable assurance about whether the standalone
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 my 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 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 BAs, T exercise professional judgment and
maintain professional skepticism throughout the audit. I also;
¦ Identify and assess the risks of material misstatement of the standalone
fiilancial 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 my opinion. The risk of not detecting a
material misstatement resulting From fraud is hlghei 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 Lhe circumstances. Under
Section M3(3)(i) of the Act, I am also responsible for expressing my opinion on
whether the company has adequate internal financial controls with reference to
standalone financial statements in place and the operating effectiveness of such
controls,
* Evaluate the appropriateness of accounting policies used and Lhe reasonableness
of accounting estimates and nelaLed disclosures made by management,
- Conclude on the appropriateness of management''s use of the going concern basis
of accounting and, based on Lhe 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 T conclude that a
material uncertainty exists, I am required to draw attention in my auditor''s
report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify my opinion My conclusions are
based on the audit evidence obtained up to the date of my 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 m a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, Individually or in aggregate, mokes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone financial statements may he
influenced, I consider quantitative materiality and qualitative factors in (i) planning the
scope of my audit work and in evaluating the results of my work; and (II) to evaluate
the effect of any identified misstatements in the standalone financial statements.
1 communicate with those charged wiLh 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 I Identify during my audit
i also provide those charged with governance with a statement that I have complied
With relevant ethical requirements regarding Independence, and to communicate with
them all relationships and other matters that may reasonably be thought to hear on my
Independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, I 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. I describe
these matters in my auditors'' report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, 1 determine that
a matter should not bo communicated In my report because the adverse consequences
of doing so would reasonably be expected to outweigh Lhe public interest benefits of
such communication. i
1 As required by the Companies (Auditors'' Report) Order, 2020 ("the Order1'') issued
by the Central Government of India In terms of Section i43(il) of the Act, 1 give
In h''Annexure A" a statement on the matters specified In paragraphs 3 and 4 of the
Order, to the extent applicable.
2 As required by Section 143(3) of the Act, I report that:
3) 1 have sought and obtained all the information and explanations which to the best
of my knowledge, and belief were necessary for the purposes of my audiL.
b) Tn my opinion proper books of account as required by law have been Kept by the
Company so Far as it appears from my examination of those books.
c) the Balance Sheet, the Statement of Profit and Loss including other
comprehensive income. Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in agreement With the Books of account,
d) In my opinion, the aforesaid standalone financial statements comply with the
Indian Accounting Standards prescribed under Section 133 of the Act.
ej On the basis of the written representations received from the directors of the
company as on March 31 2025, taken on record by the Board of Directors, none
of the directors are disqualified as on March 31, 2025 from being appointed as a
director In terms of Section 164
(2) of the Act.
I) 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 my separate report in "Annexure B". My report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Company''s internal
financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report m
accordance with the requirements of section 197(16) of the Act, as amended, m
my opinion and to the best of my Information and according to the explanations
given to me, the remuneration paid by the Company to its directors during the
year is in accordance with the provisions of section 197 of the Act.
b 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, as
amended, In my opinion and to the best of my information and according to the
explanations given to me. As required by Section 143(3) of the Act, I report that.
i. fhe Company has disclosed the impact of pending litigations on its financial
position in its Standalone Financial Statements. Refer Note 33 to the
Standalone Financial Statements.
n. 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 1
Education and Protection Fund by the Company. ;;
3) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in Lhe aggregate)
have been advanced or loaned or invested [either from borrowed funds or
share premium or any oLher sources or kind of funds) by the Company to
or in any other person or entity, including foreign entity
("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 ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
bj The Management has represented, that, to the best of its knowledge and
belief, no hinds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
Dr 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
Lhe Ultimate Beneficiaries;,
cj Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to my notice that has
caused me to believe that the representations under sub-clause (i) and (n)
of Rule 11(e), as provided under fa) and (b) above, contain any material
mlssta lament,
v The Company has not declared or paid any dividend during the year.
vi, Based on my examination which included test checks and in accordance
with requirements of the Implementation Guide on Reporting on Audit
Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014*
Lhe Company has used Zoho Books application as accounting software for
maintaining its books of accounts and other records, which has a feature
of recording audit trail (edit log) facility and operated throughout the year
I urtheiTiiore, no instances of the audit trail features being tampered,
which were noted in respect of the accounting software.
JU .:
''-.l----âfr|
Ramaswamy Vijayanana
Chartered AccounLant
M. No; 202118
Place1 Bangalore
Date:ll'''' June 2G25
UDrN :25202110BMIABI-M324
I have audited the accompanying standalone financial statements of Excelsoft Technologies Private
Limited (''the Company''), which comprise the balance sheet as at March 31, 2024, the statement of
profit and loss (including oilier comprehensive Income), the statement of changes in Equity and the
statement of cash flows for the year then ended, and a summary of significant accounting policies
and other explanatory information (hereinafter referred to as "the standalone financial statements").
In my opinion and to the best of my information and according to the explanations given to me, the
aforesaid standalone 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 Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and the other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31. 2024, and its profit
and total comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
I have conducted my audit of the standalone financial statements in accordance with the standards
on Auditing (''SA"s) specified under section 143(10) of the Act . My responsibilities under those
standards are further described in the Auditorâs Responsibilities for the Audit of the standalone
financial statements section of my report. I am Independent of the Company in accordance with the
code of ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
independence requirements That are relevant to my audit of the standalone financial statements
under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical
responsibilities in accordance with these requirements and the ICAIâs code of ethics. I believe that the
audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion on the
standalone financial statements.
Information Other than the Standalone Financial Statements and Auditorâs Report Theron
The Company''s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company''s annual report but does not
include the standalone financial statements and my auditorâs report thereon.
My opinion on the standalone financial statements does not cover the other information and I do not
express any form of assurance conclusion thereon.
In connection with my audit of the standalone financial statements, my responsibility is to read the
other information and. in doing so, consider whether the ether information is materially inconsistent
with the standalone financial statements, or my knowledge obtained in the audit or otherwise appears
to be materially misstated.
If, based on the work I have performed, I conclude that there is a material misstatement of this other
information, I am required to report that fact. I have nothing to report in this regard.
Management''s Responsibility for the Standalone Financial Statements
The Company''s management and Board of Directors are responsible for the matters stated in
Section 13-4(5) of the Act with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance, including other
comprehensive income, changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) 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; 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 and Board of Directors ore
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. The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.
Auditors'' Responsibility for the Audit of the Standalone Financial Statements.
My objectives are to obtain reasonable assurance about whether the standalone 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 my 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 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, I exercise professional judgment and maintain
professional skepticism throughout the audit. I 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 my 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 Act, I
am also responsible for expressing my opinion on whether the company has adequate
internal financial controls with reference to standalone financial statements 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 I conclude that a material uncertainty exists, I am
required to draw attention in my auditor''s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify my
opinion. My conclusions are based on the audit evidence obtained up to the dale of my
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 standalone financial statements may be influenced. I consider
quantitative materiality and qualitative factors in (i) planning the scope of my audit work and in
evaluating the results of my work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
I 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 I identify during my audit.
I also provide those charged with governance with a statement that I 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 my independence, and where
applicable, related safeguards.
From the matters communicated with those charged with governance, I 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. I describe these matters in my auditors'' report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances. I determine that a matter should not be communicated in my report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
1. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of Section 143(11) of the Act, I give in "Annexure A" a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, I report that:
a) I have sought and obtained all the information and explanations which to the best of my
knowledge and belief were necessary for the purposes of my audit.
b) In my opinion proper books of account as required by law have been kept by the Company
so far as it appears from my examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income,
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in
agreement with the Books of account.
d) In my opinion, the aforesaid standalone financial statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the company as on
March 31 2024, taken on record by the Board of Directors, none of the directors are
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 the operating effectiveness of such controls, refer to my separate report in
âAnnexure B". My report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.
g) In my opinion and to the best of my information and according to the explanations given to
me, the Company being a private company, section 197 of the Act related to managerial
remuneration is not applicable.
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, as amended, in my opinion and to
the best of my information and according to the explanations given to me. As required by
Section 143(3) of the Act, I report that:
i. The Company does not have any pending litigation 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.
lii. 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, no
funds (which are material either individually or in the aggregate) 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 person or entity,
including foreign entity ("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 ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received
by the Company from any person or entity, including foreign entity ("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;
c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to my notice that has caused me
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. Based on my examination which included test checks and in accordance with
requirements of the Implementation Guide on Reporting on Audit Trail under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014, the Company has used
Zoho Books application as accounting software for maintaining its books of accounts
and other records, which has a feature of recording audit trail (edit log) facility and
operated throughout the year. Furthermore, no instances of the audit trail features
being tampered, which were noted in respect of the accounting software.
Ramaswamy Vijayanand
Chartered Accountant
M. No: 202118
Place: Mysore
Date: 29th July 2024
UDIN: 242G2118BKAVMJ5873
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