We have audited the Standalone Ind AS Financial Statements of MEGASOFT LIMITED (“the Company”),
which comprise the Balance Sheet as at 31^st March 2025, and the Statement of Profit and Loss, (including
the Statement of Other Comprehensive Income), the Statement of Cash Flows, Notes to Standalone Ind AS
Financial Statements and the Statement of Changes in Equity for the year then ended, and a summary of
material 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
Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 in the
manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31^st March, 2025, and profit, changes in equity
and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in
the Auditor’s Responsibilities for the Audit of the Standalone Ind AS 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
Standalone Ind AS 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.

3. Emphasis of Matter

a) We draw attention to Note No. 4 of the Standalone Financial Statements regarding the proceedings
with the GST department and multiple Writ petitions filed by the company in that connection.

b) We draw attention to Note No. 33 of the Standalone Financial Statements regarding the scheme of
amalgamation with Sigma Advanced Systems Private Limited.

Our opinion is not modified in respect of the above matters.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed
in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters
described below to be the key audit matters to be communicated in our report.

5. Information Other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises
information included in the Board’s report, including Annexure to Board’s Report, Business Responsibility
Report, Corporate Governance and Shareholder’s Information but does not include the Standalone Ind
AS Financial Statements and our auditor’s report thereon. The Other information is expected to be made
available to us after the date of this Auditor’s Report.

Our opinion on the Standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS Financial Statements or our knowledge
obtained in the course of our audit or otherwise appears to be materially misstated.

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

When we read the remaining other information, which we will obtain after the date of auditor’s report and if
we conclude that there is material misstatement therein, we are required to communicate the matter to those
charged with governance.

6. Management’s Responsibility for the Standalone Ind AS Financial Statements

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 and presentation of these Standalone Ind AS Financial
Statements that give a true and fair view of the financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; 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 statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS 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.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

7. Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 Ind AS 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 Ind AS 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 detect¬
ing 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 con¬
ditions 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 Standalone Ind AS 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 Ind AS Financial Statements,
including the disclosures, and whether the Standalone Ind AS Financial Statements represent the under¬
lying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements
that, individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the Standalone Ind AS 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 Standalone Ind AS 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 Ind AS 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.

8. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

ii) 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 purposes 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, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Statement of Cash Flows, Notes to the Standalone Ind AS Financial
Statements and the Statement of Changes in Equity dealt with by this Report are in agreement
with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian
Accounting Standards specified under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended.

e) On the basis of the written representations received from the Directors as on 31st March,2025
taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March,
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 the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”

g) With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act,
in our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its Directors during the year is in accordance with the provisions of
Section 197 of the Act.

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. The Company has disclosed the impact of pending litigation on its financial position in its Standalone

Ind AS Financial Statements - Refer Note No. 4 and 34 to the 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 No. 29(n) to the accounts, 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 person(s) or entity(ies), 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 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 No. 29(n) to the accounts, no funds have been received by the Company from any
person(s) or entity(ies), 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 by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

c) Based on the audit procedures performed that have been 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 (i) and (ii) of Rule 11(e) of the Companies (Audit and
Auditors) Rules, 2014 contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of accounts which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in
the software. Further, during the course of our audit we did not come across any instance of audit
trail feature being tampered with and the audit trail has been preserved by the Company as per the
statutory requirements for record retention.

For N.C. Rajagopal & Co.,

Chartered Accountants
Firm Reg No: 003398S

Place: Chennai Arjun S

Date: 29.05.2025 (Partner)

Membership No. 230448
UDIN: 25230448BMIMYU6177