M/s. Cerebra Integrated Technologies Limited

Report on the Audit of the Standalone Financial Statements

Disclaimer of Opinion

We were engaged to audit the standalone financial statements of M/s. Cerebra Integrated Technologies Limited (“the Company”), which comprise the balance sheet as at March 31, 2025, the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity, and statement of cash flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of Material accounting policies and other explanatory information (hereinafter referred to as the “Standalone Financial Statements”).

We do not express an opinion on the accompanying Standalone Financial Statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone Financial Statements.

Basis for Disclaimer of Opinion

a) The Company has prepared its Standalone Financial Statements on a going concern basis, notwithstanding the fact that, the company is incurring significant operating losses during the financial year. In addition, the Company has substantially reduced its workforce, ceased certain key operations — including refurbishment activities and experienced a substantial decline in revenues. Furthermore, the Company is facing challenges in meeting its obligations, including the servicing of current liabilities and settlement of income tax dues. These events and conditions collectively give rise to material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern. We were unable to obtain sufficient and appropriate audit evidence to support management’s assessment that the going concern basis of accounting is appropriate.

b) The company has reported Rs.10.03 Crore as carrying value of inventory including E- waste inventory as on 31.03.2025 after devaluing the stock to the extent of Rs. 19.95 crore on adhoc basis, for which we have not been provided with item-wise details, movement of inventory during the period and basis for the valuation. Due to the nature of inventory majority being E-waste stock, we could not verify the quantity of the inventory and in the absence of sufficient audit evidence we are unable to comment on the compliance of Ind AS - 2 “Inventory” and also, we are unable express opinion on the correctness of the quantity and the carrying value of inventory held as on 31.03.2025 and its consequential impact, if any, on the Standalone Financial Statements.

c) Loans and advances given by the company includes Rs.5.95 Crore receivable from its subsidiary company which is outstanding for more than 3 years. Also, the subsidiary company’s auditors expressed concerns over the subsidiary company’s ability to continue as going concern, as the net worth of the subsidiary company has been completely eroded. The company has not made any provision for expected credit loss of said loan and its investment in equity shares (book value of Rs.0.035 Crore) of the said subsidiary company. And hence, we are unable to express opinion on the correctness of the carrying value of the Loans receivable from its subsidiary company and investment in equity shares of its subsidiary company.

d) Total Trade receivables of the company as on 31.03.2025 is Rs. 148.39 crore, out of which Rs. 145.86 crore is outstanding for more than 1 year. However, the company has made provision for bad and doubtful debts only to the extent of Rs.68.86 crore on adhoc basis and written off to the extent of Rs. 2.32 Crore during the year. Also, the balance of trade receivables is subject to confirmation and the company has not assessed the loss allowance for expected credit loss and therefore, we are unable to express opinion on the correctness of the provisions for bad and doubtful debts, carrying value of the said receivables and its consequential impact, if any, on the Standalone Financial Statements.

e) The company is having outstanding dues recoverable from an overseas party amounting to Rs. 100.28 Crore (Rs. 15.00 crore reported under Other current assets and Rs. 85.28 crore reported -under Other Non-current assets) on account of sale consideration of Company’s erstwhile subsidiary M/s Cerebra Middle East FZCO Dubai, vide sale agreement dated 17.03.2022 and settlement of advances due from said erstwhile subsidiary company. As per the terms of the said agreement, the payment period now stands expired and overdue for payment for more than 2 years and the balances are subject to confirmation. The

Company has not made any provision for bad and doubtful receivables, also the said balances were not restated as per the requirement of Ind AS 21 “The effects of changes in foreign exchange rates”. Hence, we are unable to comment on the regulatory compliances, recoverability of dues and its consequential impact, If any, on the Standalone Financial Statements.

f) The company has given Rs. 20.29 crore (Rs.10.81 crore reported under current assets and Rs. 9.49 crore reported -under Non-current assets) towards Capital Advances and Other Advances to various parties, which are outstanding for more than 1 year and are subject to confirmation. Also, no provision has been made in the books for bad and doubtful portion. Hence, we are unable to comment on its recoverability and its consequential impact, if any, on the Standalone Financial Statements.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that 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 implementation and maintenance of 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 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, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the company’s Standalone Financial Statements in accordance with Standards on Auditing issued by ICAI and to issue an auditor’s report. However, because of the matters described in the “Basis for Disclaimer of Opinion” section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone Financial Statements.

We are independent of the entity in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the entity.

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 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.

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

a. As described in the “Basis for Disclaimer of Opinion” section above, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. Due to the possible effects of the matters described in the “Basis for Disclaimer of Opinion” section above, we are unable to state whether 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 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. Due to the possible effects of the matters described in the “Basis for Disclaimer of Opinion” section above, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses Disclaimer of Opinion on 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 the requirements under Section 197(16) of the Act, as amended:

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.

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. Due to the possible effects of the matters described in the “Basis for Disclaimer of Opinion” section above, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements

ii. Due to the possible effects of the matters described in the “Basis for Disclaimer of Opinion” section above, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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 it’s 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 (“Intermediary”), 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 it’s 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 Party”), 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 our notice that has caused us 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 mis-statement.

v The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the company has used an accounting

software for maintaining its books of account 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.

The company has maintained an audit trail (edit log) as prescribed under the applicable rules for all transactions recorded in its accounting software. Further, we have reviewed the audit trail maintained by the company and are of the opinion that the same has not been tampered with and has been preserved by the company as per the statutory requirements for record retention.

For YCRJ & Associates Chartered Accountants Firm Regn No. 006927S

CA Yashavanth Khanderi Partner

Place: Bangalore ^M.^N°^: 029066

Date: 28- May 2025 ^UDIN: ^{25029066BMLYSD5702}