We have audited the standalone financial statements of Nureca
Limited (the “Company”) which comprise the standalone balance
sheet as at 31 March 2025, and the standalone statement of profit
and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash
flows for the year then ended, and notes to the standalone financial
statements, including 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 financial
statements give the information required by the Companies Act, 2013
(“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 31 March 2025, and its
loss and other comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Revenue Recognition

See Note 2.9 and Note 23 to standalone financial statements

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under Section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Standalone 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 financial statements under the provisions of
the Act 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 obtained by
us is sufficient and appropriate to provide a basis for our opinion on
the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

Other Information

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 financial statements and auditor’s report(s) thereon.

Our opinion on the standalone 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 financial statements,
our 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 our knowledge obtained in
the 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.

Management’s and Board of Directors’ Responsibilities 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 state of affairs, loss and 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

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, the 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 the Board of Directors 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 Responsibilities for the Audit of the Standalone
Financial Statements

Our 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 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 Act, we are also
responsible for expressing our opinion on whether the company
has adequate internal financial controls with reference to
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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board
of Directors use of the going concern basis of accounting in
preparation of standalone financial statements 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 standalone 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.

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.

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 the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

2 A. 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 company so far it as it
appears from our examination of those books except
that:

(i) In the absence of sufficient and appropriate
reporting on compliance with the back-up
requirements in the independent auditor’s report
of a service organisation in relation to an
accounting software used for maintaining general
ledger, which is operated by a third party software
service provider, we are unable to comment
whether the back-up of general ledger which form
part of the ‘books of account and other relevant
books and papers in electronic mode’ was
maintained by the Company on the servers
physically located in India on a daily basis for
the period April 1,2024 to March 31,2025.

(ii) In the absence of sufficient and appropriate
reporting on compliance with the back-up
requirements in the independent auditor’s report
of a service organisation in relation to payroll
master, which is operated by a third party
software service provider, we are unable to
comment whether the back-up of payroll records
which form part of the ‘books of account and other
relevant books and papers in electronic mode’
was maintained by the Company on the servers
physically located in India on a daily basis.

(iii) the matters stated in the paragraph 2B(f) below
on reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone statement of
cash flows 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 Ind AS specified under
Section 133 of the Act.

e. On the basis of the written representations received
from the directors as on 01 April 2025, 10 April 2025
and 23 April 2025 taken on record by the Board of
Directors, none of the directors is disqualified as on
31 March 2025 from being appointed as a director in
terms of Section 164(2) of the Act.

f. the qualifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the 2A(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 2B(f) below
on reporting under Rule 11 (g) of the Companies (Audit
and Auditors) Rules, 2014.

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

B. With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of according

to the explanations given to us:

a. The Company has disclosed the impact of pending
litigations as at 31 March 2025 on its financial position

in its standalone financial statements - Refer Note 40
to the standalone financial statements.

b. The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses.

c. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

d (i) The management has represented that, to the
best of their knowledge and belief, as disclosed
in the Note 42 (v) to the standalone 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
person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, as on
the date of this audit report 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.

(ii) The management has represented that, to the
best of their knowledge and belief, as disclosed
in the Note 42 (vi) to the standalone financial
statements, 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, as on the date of this audit report,
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 Parties (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures 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), as provided under (i) and (ii) above,
contain any material misstatement.

e. The Company has neither declared nor paid any
dividend during the year.

f. Based on our examination which included test checks,
except for the instances mentioned below, the
Company has used accounting softwares for
maintaining its books of accounts, which has a feature
of recording audit trail (edit log) facility and the same
has operated throughout the period for all relevant
transactions recorded in the respective softwares:

(i) In respect of the accounting software used for
maintaining general ledger :

(a) the feature of recording audit trail (edit log)
was not available for more than 99 changes,
if any for every master data or transaction

(b) In the absence of reporting on compliance
with the audit trail requirements in the

independent auditor’s report in relation to
controls at service organization for such
accounting software, we are unable to
comment whether audit trail feature of the
said software was enabled and operated
throughout the year for all relevant
transactions recorded in the database layer
or whether there were any instances of the
audit trail feature being tampered with.

Further, where audit trail (edit log) facility
was enabled, we did not come across any
instance of the audit trail feature being
tampered with.

ii) Further, based on our examination, for the
accounting software used for maintaining the
books of account relating to payroll master ,
which is operated by a third party software service
provider, in the absence of independent auditor’s
reports in relation to controls at service
organisations we are unable to comment whether
audit trail feature of the said software was
enabled and operated throughout the year for
all relevant transactions recorded in the software
or whether there were any instances of the audit
trail feature being tampered with.

Additionally, except where audit trail was not
enabled in the previous year, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention.

C. With respect to the matter to be included in the Auditor’s
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 current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to the directors is in accordance
with the requisite approvals as mandated by the provisions
of Section 197 read with Schedule V to 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 us.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Ankush Goel

Partner

Place: Guru gram Membership No.: 505121

Date: 05 May 2025 ICAI UDIN:25505121BMLCOH3389