We were engaged to audit the accompanying standalone Ind AS financial statements of 3I INFOTECH LIMITED (“the Company") which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the “the standalone Ind AS financial statements”).

We do not express an opinion on the accompanying standalone Ind AS financial statements of the Company. Because of the significance of the matter 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 Ind AS financial statements.

Basis for Disclaimer of Opinion

1. As depicted in Note No. 18, the Board had set up a Legacy Committee as a Sub - Committee of the Audit Committee, to evaluate and address all long outstanding legacy related matters. After evaluating the reports of Sub Committee, the Board of Directors of the Company at its meeting held on January 31, 2024, decided to initiate Forensic Audit for legacy issues, the completion of which is still pending. In the absence of outcome of the Forensic Audit, we are unable to comment on the possible consequential effects thereof, if any, on the standalone Ind AS financial statements.

2. As depicted in Note No. 5(a), the Company has carried net investment in 3i Infotech Holdings Private Limited, a wholly owned subsidiary, amounting to INR 101.04 crores in Equity Shares and INR 711.73 crores in Redeemable Preference Shares after making a loss allowance, on the basis of internal evaluation, of INR 421.70 crores in the current financial year. We have not been provided the audited financial statements of the subsidiary. In the absence of sufficient and appropriate audit evidence, we are unable to comment on the management estimate for loss allowance amounting to INR 421.70 crores and recoverability of

carrying value of investments in subsidiary amounting to INR 812.77 crores in the standalone Ind AS financial statements.

3. As depicted in Note No. 6, 5(b) & 5(c), the Company has a net receivable balance on account of trade receivables, loans & interest of INR 76.36 crores from its various foreign subsidiaries, after making a loss allowance of INR 329.90 crores on the basis of internal evaluation in the current financial year. The recoverability of the same are long outstanding. In the absence of sufficient and appropriate audit evidence of recoverability of these balances and basis of the loss allowance, we are unable to comment on the management estimate for loss allowance amounting to INR 329.90 crores and recoverability of carrying value of net receivables amounting to INR 76.36 crores in the standalone Ind AS financial statements.

4. As depicted in Note No. 4(a), the intangible assets developed amounting to INR 44.55 crores, were capitalized during the current year. However, the management has on the basis of internal evaluation made a loss allowance of INR 21.93 crores in the current financial year. In the absence of sufficient and appropriate audit evidence, we are unable to comment on the management estimate for loss allowance amounting to INR 21.93 crores and recoverability of balance carrying value amounting to INR 17.33 crores in the standalone Ind AS financial statements.

5. As depicted in Note No. 18, in the current financial year, the Company has presented all the legacy outstanding balances of its receivable of INR 76.36 crores, investments of INR 812.77 crores and payable of INR 1080.97 crores relating to its wholly owned subsidiaries as a single line item in the Balance Sheet of INR 191.84 crores under “Legacy related liabilities and assets.” We are unable to comment on the appropriateness of the presentation of these receivables/investments and payables in the standalone Ind AS financial statements.

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 Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, including total comprehensive loss, changes in equity and cash flows of the Company in accordance with the standalone Ind AS

and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of preparation of the standalone Ind AS financial statements by the directors of the company, as aforesaid.

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.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

Our responsibility is to conduct an audit of the standalone Ind AS financial statements in accordance with Standards on Auditing and to issue an auditor's report. However, because of the matter 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 Ind AS financial statements.

We are independent of the Company in accordance with the Code of Ethics and provisions of the Act that are relevant to our audit of the standalone Ind AS financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Act.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order, 2020 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, and except for the possible effects, of the matter described in the Basis for Disclaimer of Opinion section, 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, based

on our audit we report that:

a) As described in the Basis for Disclaimer of Opinion section, 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 effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section and for the matters stated in the paragraph 2(B) (vi) below on reporting under Rule 11(g), 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. We are unable to comment if the back-up of the books of account and other relevant books and papers in electronic mode has been kept on servers physically located in India on a daily basis during the period from April 01, 2023 till March 31, 2024.

c) The company has a branch office, although no separate financial statements are prepared by the Branch and hence section 143(8) does not apply to the company.

d) Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section, we are unable to state whether the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive loss, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

e) Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section, we are unable to state whether the financial statements comply with the Indian Accounting Standards specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014.

f) The matter described in the Basis for Disclaimer of Opinion section above, in our opinion, may have an adverse effect on the functioning of the company.

g) On the basis of the written representations received from the directors 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.

h) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion section above.

i) With respect to adequacy of 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 a Disclaimer of Opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

j) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the 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.

(B) In our opinion and to the best of our information and according to the explanations given to us, we report as under 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 our opinion and to the best of our information and according to the explanations given to us:

(i) Except for the possible effects of the matter described in the Basis for Disclaimer of opinion section, the Company has disclosed the impact of pending litigations on its financial position as referred to Note No. 31 to the standalone Ind AS financial statement.

(ii) Except for the possible effects of the matter described in the Basis for Disclaimer of opinion section, the Company has made provision, in the standalone Ind AS financial statements as required under the applicable law or accounting standard, for material foreseeable losses if any, on long term contracts including derivative contracts.

(iii) There has been no delay in transferring

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; and;

(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 (a) and (b) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

Further, from July 01, 2023 where audit trail (edit log) facility was enabled and operated, we did not come across any instance of the audit trail feature being tampered with during the course of our audit.

(vii) As Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For GMJ & Co

Chartered Accountants FRN: 103429W

CA Madhu Jain

Partner

Place: Mumbai M. No.: 155537

Date: May 30, 2024 UDIN: 241555 37BKCR QH9743