We have audited the accompanying Ind AS StandaloneFinancial Statements of Atishay Limited (“the Company”),which comprises the Standalone Balance Sheet as at March 31,2026, Standalone Statement of Profit and Loss (including OtherComprehensive Income), Standalone Statement of Changes inEquity and Standalone Statement of Cash Flows for the yearended on that date, and notes to the standalone financialstatements, including a summary of the significant accountingpolicies and other explanatory information (hereinafterreferred to as “the standalone financial statements”)
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013 (“the Act”) in the manner so requiredand give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31, 2026, and its profit, totalcomprehensive income, changes in equity and its cash flowsfor the year ended on that date.
We conducted our audit of the Standalone FinancialStatements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act,2013. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India(ICAI) together with the Ethical requirements that are relevantto our audit of the Standalone Financial Statements under theprovisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of theStandalone Financial Statements of the current period. Thesematters were addressed in the context of our audit of theStandalone Financial Statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinionon these matters.
We have determined the matters described below to be thekey audit matters to be communicated in our report.
Key Audit Matter
Auditor’s Response
Revenue Recognition
Principal Audit Procedures Performed
The Company's contracts with customers include contracts with
• Our audit procedures related to the (1) identification of
multiple products and services. The Company derives revenues
distinct performance obligations, (2) determination of
from IT services comprising software development and related
whether the Company is acting as a principal or agent and
services, maintenance, consulting, data processing across the
(3) whether fixed price maintenance revenue is recognized
Company's core and digital offerings. The Company assesses
on a straight-line basis or using the percentage of
the services promised in a contract and identifies distinct
completion method included the following, among others:
performance obligations in the contract. Identification ofdistinct performance obligations to determine the deliverablesand the ability of the customer to benefit independently fromsuch deliverables involves significant judgment.
In certain integrated services arrangements, contracts withcustomers include subcontractor services or third-partyvendor equipment or software. In these types of arrangements,revenue from sales of third-party vendor products or services
• We tested the effectiveness of controls relating to the(a) identification of distinct performance obligations, (b)determination of whether the Company is acting as aprincipal or an agent and (c) determination of whetherfixed price maintenance revenue for certain contracts isrecognized on a straight-line basis or using the percentageof completion method.
is recorded net of costs when the Company is acting as an
• We selected a sample of contracts with customers and
agent between the customer and the vendor, and gross whenthe Company is the principal for the transaction. In doing so,
performed the following procedures:
the Company first evaluates whether it controls the products or
- Obtained and read contract documents for each
service before it is transferred to the customer. The Company
selection, including master service agreements, and
considers whether it has the primary obligation to fulfill thecontract, inventory
other documents that were part of the agreement.
risk, pricing discretion and other factors to determine whether
- Identified significant terms and deliverables in
it controls the products or service and therefore, is acting as a
the contract to assess management's conclusions
principal or an agent.
regarding the (i) identification of distinct performance
Fixed price maintenance revenue is recognized ratably either on
obligations (ii) whether the Company is acting as
(1) a straight-line basis when services are performed through
a principal or an agent and (iii) whether fixed price
an indefinite number of repetitive acts over a specified period or
maintenance revenue is recognized on a straight-line
(2) using a percentage of completion method when the patternof benefits from the services rendered to the customer and theCompany's costs to fulfill the contract is not even through theperiod of contract because the services are generally discretein nature and not repetitive. The use of method to recognize themaintenance revenues requires judgment and is based on thepromises in the contract and nature of the deliverables.
As certain contracts with customers involve management'sjudgment in (1) identifying distinct performance obligations,(2) determining whether the Company is acting as a principalor an agent and (3) whether fixed price maintenance revenue isrecognized on a straight-line basis or using the percentage ofcompletion method, revenue recognition from these judgmentswere identified as a key audit matter and required a higherextent of audit effort.
basis or using the percentage of completion method.
Revenue Recognition - Fixed price contracts using the
percentage of completion method
Our audit procedures related to estimates of total expected
Fixed price maintenance revenue is recognized ratably either (1)
costs or efforts to complete for fixed-price contracts included
on a straight-line basis when services are performed through an
the following, among others:
indefinite number of repetitive acts over a specified period or
• We tested the effectiveness of controls relating to (1)
(2) using a percentage of completion method when the pattern
recording of efforts or costs incurred and estimation of
of benefits from services rendered to the customer and the
efforts or costs required to complete the remaining contract
Company's costs to fulfill the contract is not even through the
performance obligations and (2) access and application
period of contract because the services are generally discrete
controls pertaining to time recording, allocation and
in nature and not repetitive. Revenue from other fixed-price,
budgeting systems which prevents unauthorized changes
fixed-timeframe contracts, where the performance obligationsare satisfied over time is recognized using the percentage-of-
to recording of efforts incurred.
completion method.
• We selected a sample of fixed price contracts with
Use of the percentage-of-completion method requires the
customers measured using the percentage-of-completion
Company to determine the actual efforts or costs expended to
method and performed the following:
date as a proportion of the estimated total efforts or costs to be
- Evaluated management's ability to reasonably
incurred. Efforts or costs expended have been used to measure
estimate the progress towards satisfying the
progress towards completion as there is a direct relationship
performance obligation by comparing actual efforts
between input and productivity. The estimation of total efforts or
or costs incurred to prior year estimates of efforts or
costs involves significant judgment and is assessed throughout
costs budgeted for performance obligations that have
the period of the contract to reflect any changes based on the
been fulfilled.
latest available information. Provisions for estimated losses, if
any, on uncompleted contracts are recorded in the period in
- Compared efforts or costs incurred with Company's
which such losses become probable based on the estimated
estimate of efforts or costs incurred to date to
efforts or costs to complete the contract.
identify significant variations and evaluate whether
We identified the estimate of total efforts or costs to complete
those variations have been considered appropriately
fixed price contracts measured using the percentage of
in estimating the remaining costs or efforts to
completion method as a key audit matter as the estimationof total efforts or costs involves significant judgment and isassessed throughout the period of the contract to reflect anychanges based on the latest available information. This estimatehas a high inherent uncertainty and requires consideration
complete the contract.
- Tested the estimate for consistency with the status ofdelivery of milestones and customer acceptances andsign off from customers to identify possible delaysin achieving milestones, which require changes in
of progress of the contract, efforts or costs incurred to-dateand estimates of efforts or costs required to complete theremaining contract performance obligations over the term ofthe contracts.
estimated costs or efforts to complete the remainingperformance obligations
Key Audit Matter Auditor’s Response
This required a high degree of auditor judgment in evaluatingthe audit evidence and a higher extent of audit effort to evaluatethe reasonableness of the total estimated amount of revenuerecognized on fixed-price contracts
The Company's Board of Directors are responsible for thepreparation of the other information. The other informationcomprises the information included in the ManagementDiscussion and Analysis, Board's Report including Annexuresto Board's Report, Business Responsibility Report, CorporateGovernance and Shareholder's Information, but does notinclude the standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other informationis materially inconsistent with the standalone financialstatements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information,we are required to report that fact. We have nothing to reportin this regard.
The Company's Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to thepreparation of these Standalone Financial Statements thatgive a true and fair view of the financial position, financialperformance including other comprehensive income, cashflows and changes in equity of the Company in accordancewith the Indian Accounting Standards (Ind AS) prescribedunder section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015 and Companies(Indian Accounting Standards) Rules, 2016, as amendedfrom time to time, and other accounting principles generallyaccepted in India.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the Standalone 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 Financial Statements, managementis responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the Standalone Financial Statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence thatis sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls system in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting in preparation ofStandalone Financial Statements and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significantdoubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists,we are required to draw attention in our auditor's reportto the related disclosures in the Standalone FinancialStatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in theStandalone Financial Statements that, individually or inaggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope ofour audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements inthe Standalone Financial Statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the Standalone FinancialStatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
1. As required by Section 143(3) of the Act, based on ouraudit we report, to the extent applicable, that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our auditof the aforesaid Standalone Financial Statements.
b) In our opinion, proper books of account as requiredby law relating to preparation of the aforesaidStandalone Financial Statements have been keptby the Company so far as it appears from ourexamination of those books.
c) The Standalone Balance Sheet, StandaloneStatement of Profit and Loss including OtherComprehensive Income, Standalone Statementof Changes in Equity and Standalone Statementof Cash Flows dealt with by this Report are inagreement with the books of accounts.
d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Indian AccountingStandards prescribed under section 133 of the Act.
e) On the basis of the written representations receivedfrom the directors of the Company as on March 31,2026 taken on record by the Board of Directors,none of the directors is disqualified as on March 31,2026 from being appointed as a director in terms ofSection 164(2) of the Act.
f) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, referto our separate report in “Annexure A”. Our reportexpresses an unmodified opinion on the adequacyand operating effectiveness of the Company'sinternal financial controls over financial reporting.
g) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended, in our opinion and to thebest of our information and according to theexplanations given to us:
i) The Company has disclosed the impact ofpending litigations on its financial position inits Standalone Financial Statements.
ii) The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii) The Company has no unpaid dividends thatare required to be transferred to the InvestorEducation and Protection Fund.
iv) (a) The Management has represented that,
to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) havebeen advanced or loaned or invested(either from borrowed funds or share
Premium or any other sources or kindof funds) by the Company to or in anyother person or entity, including foreignentity (“Intermediaries”), with theunderstanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lendor invest in other persons or entitiesidentified in any manner whatsoever byor on behalf of the Company (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries
(b) The Management has represented,that, to the best of its knowledge andbelief, no funds (which are materialeither individually or in the aggregate)have been received by the Companyfrom any person or entity, includingforeign entity (“Funding Parties”), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by oron behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee,security or the like from or on behalf ofthe Ultimate Beneficiaries;
(c) Based on the audit procedures thatha ve been con sid ered rea son able a ndappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, containany material misstatement
v) The Board of Directors of the Company hasproposed final dividend for the year whichis subject to the approval of the membersat the ensuing Annual General Meeting.The dividend declared is in accordance withSection 123 of the Act to the extent it appliesto declaration of dividend.
vi) The reporting under Rule 11 (g) of thecompanies (Audit and Auditors) Rules, 2014is applicable from 1 April 2023. Based on ourexamination which included test checks, thecompany has used accounting softwares formaintaining its book of accounts which havea feature of recording audit trail (edit log)facility and the same has operated throughoutthe year for all relevant transactions recordedin the respective software. Further, the audittrails feature has not been tampered withand the audit trail has been preserved by thecompany as per statutory requirements.
2. With respect to the other matter to be included inthe Auditors' report under Section 197(16) of theAct, as amended:
In our opinion and according to the information andexplanation given to us,the remuneration paid by theCompany to its directors during the current year is inaccordance with the provisions of Section 197 of the Act.
3. As required by the Companies (Auditor's Report) Order,2020 (“the Order”) issued by the Central Government interms of Section 143(11) of the Act, we give in “AnnexureB” a statement on the matters specified in paragraphs 3and 4 of the Order, to the extent applicable.
For B M PAREKH & CO.
Chartered Accountants(Firm's Registration No.107448W)
Bhavin Parekh
Partner
(Members hip No. 108004)
Mumbai, April 24, 2026 UDIN: 26108004ZPMFBM6538