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IZMO Ltd.

BSE: 532341 Sector: IT
NSE: IZMO ISIN Code: INE848A01014
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VOLUME 4926
52-Week high 103.80
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P/E 99.79
Mkt Cap.(Rs cr) 95
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OPEN 73.95
CLOSE 70.95
VOLUME 4926
52-Week high 103.80
52-Week low 61.00
P/E 99.79
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IZMO Ltd. (IZMO) - Auditors Report

Company auditors report

To the Members of

Izmo Limited

Report on the Audit of the Standalone Financial Statements

Opinion

I have audited the accompanying standalone financial statements of Izmo Limited ('theCompany') which comprise the balance sheet as at March 31 2022 the statement of profitand loss (including other comprehensive Income) the statement of changes in Equity andthe statement of cash flows for the year then ended and a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements").

In my opinion and to the best of my information and according to the explanations givento me the aforesaid standalone financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and the other accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2022 and its profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

I have conducted my audit of the standalone financial statements in accordance with theStandards on Auditing ("SA"s) specified under section 143(10) of the Act. Myresponsibilities under those standards are further described in the Auditor'sResponsibilities for the Audit of the standalone financial statements section of myreport. I am Independent of the Company in accordance with the code of ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to my audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and I have fulfilled my otherethical responsibilities in accordance with these requirements and the ICAI's code ofethics. I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my opinion on the standalone financial statements.

Key Audit Matters

Key audit matters ('KAM') are those matters that in my professional judgment were ofmost significance in my audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of my audit of the standalonefinancial statements as a whole and in forming my opinion thereon and I do not provide aseparate opinion on these matters.

Description of Key Audit Matters

1. (a) Adopion of Ind AS 115 - Revenue from Contracts with customers

As described in Note 2(f)(i) to the standalone financial statements the Company hasadopted Ind AS 115 Revenue from Contracts with Customers ('Ind AS 115'). The applicationand transition to this accounting standard is complex and is an area of focus in theaudit. The revenue standard establishes a comprehensive frame work for determiningwhether how much and when revenue is recognized. This involves certain key judgmentsrelating to identification of distinct performance obligations determination oftransaction price of identified performance obligation the appropriateness of the asisused to measure revenue recognized over a period. Additionally the standard mandatesrobust disclosures in respect of revenue and periods over which the remaining performanceobligations will be satisfied subsequent to the balance sheet date. The Company adoptedInd AS 115 and applied the available exemption provided therein to not restate thecomparative periods.

1. (b) Auditor's Response

My audit procedures on adoption of Ind AS 115 Revenue from contracts with Customers('Ind AS 115') include -

• Evaluated the design and implementation of the processes and internal controlsrelating to implementation of the new revenue accounting standard.

• Evaluated the detailed analysis performed by management on revenue streams byselecting samples for the existing contracts with customers and considered revenuerecognition policy in the current period in respect of those revenue streams.

• Evaluated the changes made to IT systems to reflect the changes required inrevenue recognition as per the new accounting standard.

• Evaluated the cumulative effect adjustments as at 1 April 2021 for compliancewith the new revenue standard; and

• Evaluated the appropriateness of the disclosures provided under the new revenuestandard and assessed the completeness and mathematical accuracy of the relevantdisclosures.

2. (a) Accuracy of revenues and onerous obligations in respect of fixed-price contractsinvolves critical estimates

Estimated effort is a critical estimate to determine revenues and liability for onerousobligations. The estimate has a high inherent uncertainty as it requires consideration ofprogress of the contract efforts incurred till date and efforts required to complete theremaining contract performance obligations.

Refer Notes Note 2(f)(i) and 23 to the Standalone Financial Statements.

2. (b) Auditor's Response

The Company has majority of Time and Material Contracts where the revenue isdetermined based on the Milestones defined in the contracts based on Purchase Order.

I have verified the Contracts with the purchase order and they are in line with therequirements.

My audit approach was a combination of test of internal controls and substantiveprocedures which included the following:

• Evaluated the design of internal controls relating to recording of effortsincurred and estimation of efforts required to complete the performance obligations.

• Tested the access and application controls pertaining to time recordingallocation and which prevents unauthorized changes to recording of efforts incurred.

• Selected a sample of contracts and through inspection of evidence of performanceof these controls tested operating effectiveness of the internal controls relating toefforts incurred and estimated.

• Performed analytical procedures and test of details for reasonableness ofincurred and estimated efforts.

3. (a) Evaluation of uncertain tax positions

The Company has material uncertain tax positions including matters under dispute whichinvolves significant judgement to determine the possible outcome of these disputes ReferNotes 2(i) 42 & 44 to the standalone Financial Statements.

3. (b) Auditor's Response

• Obtained details of completed tax assessments and demands for the year endedMarch 312022 from management.

• Read and analyzed selected key correspondences external legal opinions /consultations by management for key uncertain tax positions.

• Discussed with appropriate senior management and evaluated management'sunderlying key assumptions in estimating the tax provisions; and

• Assessed management's estimate of the possible outcome of the disputed cases.

Emphasis of Matter

As more fully described in Note. 42 & 44 to the Standalone Financial Statements andin Point 3 of key Audit Matters The Company is responding to inquiries from Indianregulatory authorities. The scope duration or outcome of these matters are uncertain.

My opinion is not modified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditor's Report Theron

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and my auditor'sreport thereon.

My opinion on the standalone financial statements does not cover the other informationand I do not express any form of assurance conclusion thereon.

In connection with my audit of the standalone financial statements my responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or my knowledgeobtained in the audit or otherwise appears to be materially misstated.

If based on the work I have performed I conclude that there is a materialmisstatement of this other information

I am required to report that fact. I have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Board of Directors is alsoresponsible for overseeing the Company's financial reporting process.

Auditors' Responsibility for the Audit of the Standalone Financial Statements.

My objectives are to obtain reasonable assurance about whether the standalone financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes my opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.

As part of an audit in accordance with SAs I exercise professional judgment andmaintain professional skepticism throughout the audit. I also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for my opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act

I am also responsible for expressing my opinion on whether the company has adequateinternal financial controls with reference to standalone financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If I conclude that a material uncertainty existsI am required to draw attention in my auditor's report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify myopinion. My conclusions are based on the audit evidence obtained up to the date of myauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced.

I consider quantitative materiality and qualitative factors in (i) planning the scopeof my audit work and in evaluating the results of my work; and (ii) to evaluate the effectof any identified misstatements in the standalone financial statements.

I communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on my independenceand where applicable related safeguards.

From the matters communicated with those charged with governance I determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. I describe these matters inmy auditors' report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances I determine that a matter should not becommunicated in my report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act I givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

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

a) I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purposes of my audit.

b) In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the Books of account.

d) In my opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors of thecompany as on March 31 2022 taken on record by the Board of Directors none of thedirectors are disqualified as on March 31 2022 from being appointed as a director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to myseparate report in "Annexure B". My report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

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

In my opinion and to the best of my information and according to the explanation givento me the remuneration paid by the company to its directors during the year is inaccordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inmy opinion and to the best of my information and according to the explanations given tome. As required by Section 143(3) of the Act I report that:

i. The Company has disclosed the impact of pending litigations as at 31stMarch 2022 on its financial position in its financial statements - Refer Note 42 to thefinancial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. (a) The Management has represented that to the best of its knowledge and beliefno funds (which are material either individually or in the aggregate) have been advancedor loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities 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 appropriatein the circumstances nothing has come to my notice that has caused me to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b)above contain any material misstatement.

(v) The Company has not declared or paid any dividend during the year.

Guru Prakash V

Chartered Accountant

M. No: 228938

Place: Bangalore

Date: 28th May 2022

UDIN: 22228938AJUJXV9266

Annexure A to the Independent Auditor's Report:

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of my report to the members of Izmo Limited of even date)

i. In respect of the Company's Property Plant and Equipment and Intangible assets:

a) (A) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

b) The Company has a program of verification to cover all the items of its PropertyPlant and Equipment in a phased manner which in my opinion is reasonable having regardto the size of the Company and the nature of its assets. Pursuant to the program certainProperty Plant and Equipment were physically verified by the Management during the year.According to the information and explanations given to me no material discrepancies werenoticed on such verification.

c) Based on my examination of the property tax receipts and lease agreement for land onwhich building is constructed registered sale deed / transfer deed / conveyance deedprovided to me I report that the title in respect of self constructed building and titledeed of immovable property (other than properties where the company is the lessee and thelease agreements are duly executed in favour of the lessee) disclosed in the financialstatements included under Property Plant and Equipment are held in the name of theCompany as at the balance sheet date.

d) The Company has not revalued any of its Property Plant and Equipment and intangibleassets during the year.

e) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

ii. a) In my opinion and according to the information and explanations given to me theinventories have been verified by the management at reasonable intervals in relation tosize of the Company and nature of business and no material discrepancies were noticed onphysical verification.

b) The Company has not been sanctioned working capital limits in excess of '5 crore inaggregate at any points of time during the year from banks or financial institutions onthe basis of security of current assets and hence reporting under clause 3(ii)(b) of theOrder is not applicable.

iii. According to the information and explanations given to me and on the basis of myexamination of the records of the Company the Company has not made any investmentsprovided guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnerships or any other parties duringthe year. The Company has granted loans to one company during the year details of theloan is stated in sub-clause (a) below.

(a) A. Based on the audit procedures carried on by me and as per the information andexplanations given to me the Company has not granted any loans to subsidiaries.

B. Based on the audit procedures carried on by me and as per the information andexplanations given to me the Company has granted loans to a party other than subsidiariesas below:

Particulars Amount ('in Lacs)
Aggregate amount during the year - Others 37
Balance outstanding as at balance sheet date -Others 139.75

(b) According to the information and explanations given to me and based on the auditprocedures conducted by me I am of the opinion that the terms and conditions of the loansgiven are primafacie not prejudicial to the interest of the Company.

(c) According to the information and explanations given to me and on the basis of myexamination of the records of the Company in the case of loans given the repayment ofprincipal and payment of interest has not been stipulated and there were no repayments orreceipts during the year.

(d) According to the information and explanations given to me and on the basis of myexamination of the records of the Company since the repayment schedule is not maintainedI am unable to comment on this sub clause.

(e) According to the information and explanations given to me and on the basis of myexamination of the records of the Company since there were no repayment scheduleprescribed I am unable to comment on this sub clause.

(f) According to the information and explanations given to me and on the basis of myexamination of the records of the Company the Company has given loans repayable on demandor without specifying any terms or period of repayment to an entity in which keymanagerial persons of the company are interested.

Related Parties
Particulars Amount (Rs. in Lacs)
Aggregate amount of loans/advances in the nature of loans
-Repayable on demand (A) -Agreement does not Nil
Specify any terms or period of repayment (B) 139.75
Total (A+B) 139.75
Percentage of loans/ advances in nature of loans to the total loans 100%

iv. According to the information and explanations given to me and on the basis of myexamination of the records the Company has not given any loans or provided any guaranteeor security as specified under Section 185 of the Companies Act 2013 and the Company hasnot provided any guarantee or security as specified under Section 186 of the CompaniesAct 2013. Further the Company has complied with the provisions of Section 186 of theCompanies Act 2013 in relation to loans given and investments made.

v. The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2022 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013 for the business activities carried out bythe Company. Thus reporting under Clause 3(vi) of the order is not applicable to theCompany.

vii. According to the information and explanations given to me in respect of statutorydues:

a) The company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Sales Tax Service TaxGoods and Service Tax Duty of Customs Value Added Tax Cess and other material statutorydues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Sales Tax Service Tax Goods and Service Tax Duty ofCustoms Value Added Tax Cess and other material statutory dues in arrears as at March31 2022 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to me there are no materialdues of duty of customs which have not been deposited with the appropriate authorities onaccount of any dispute. However according to information and explanations given to methe following dues of income tax and Karnataka Value Added Tax have not been deposited bythe Company on account of disputes:

Name of the statute Nature of dues Amount (in INR) Amount Paid Under Protest (in INR) Period to which the amount relates Forum where dispute is pending
Income-tax Act 1961 Transfer pricing Nil Nil F.Y 2004-05 (A.Y 2005-06) Assessing officer to give effect to the ITAT order
Income Tax Act 1961 Transfer Pricing 12740080 NIL F.Y 2008-09 (A.Y 2009-10) Rectification filed with the Assessing officer; Appeal filed with the High Court
Income Tax Act 1961 Transfer Pricing 36750932 7000000 F.Y 2009-10 (A.Y 2010-11) Assessing Officer to give effect to the ITAT order; Appeal filed with the High Court
Income Tax Act 1961 Transfer Pricing 30910300 NIL F.Y 2010-11 (A.Y 2011-12) Assessing Officer to give effect to the ITAT order; Appeal filed with the High Court
Income Tax Act 1961 Income Tax and Transfer Pricing 22885010 NIL F.Y 2011-12 (A.Y 2012-13) CIT Appeals
Income Tax Act 1961 Income Tax 8423520 NIL F.Y 2012-13 (A.Y 2013-14) Assessing Officer to give effect to CIT (Appeals) order
Income Tax Act 1961 Income Tax and Transfer Pricing 51033800 10206761 F.Y 2013-14 (A.Y 2014-15) CIT Appeals
Income Tax Act 1961 Income Tax 14704667 NIL F.Y 2016-17 (A.Y 2017-18) CIT Appeals

viii. According to the information and explanations given to me and on the basis of myexamination of the records of the Company the Company has not surrendered or disclosedany transactions previously unrecorded as income in the books of account in the taxassessments under the Income-tax Act 1961 as income during the year.

ix. a) According to the Information and explanations given to me and on the basis ofexamination of books of accounts. The Company has been repaying the loans as per theagreed terms during the F.Y 2021-22

b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

c) According to the information and explanations given to me by the management theCompany has not obtained any term loans. Accordingly clause 3(ix) (c) of the Order is notapplicable.

d) According to the information and explanations given to me and on an overallexamination of the balance sheet of the Company I report that no funds have been raisedon short-term basis by the Company. Accordingly clause 3(ix)(d) of the Order is notapplicable.

e) According to the information and explanations given to me and on an overallexamination of the financial statements of the Company I report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries as defined under the Companies Act 2013. Accordingly clause 3(ix)(e) of theOrder is not applicable.

f) According to the information and explanations given to me and procedures performedby me I report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries as defined under the Companies Act 2013. Accordinglyclause 3(ix)(f) of the Order is not applicable.

x. a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

b) According to the information and explanations given to me and on the basis of myexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly or Optionally convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

xi. a) No fraud by the Company and no material fraud on the Company has been noticed orreported during the year.

b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and up to the date of this report.

c) As represented to me by the management there are no whistle blower complaintsreceived by the company during the year.

xii. The Company is not a Nidhi Company and hence paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. In my opinion and according to the information and explanations given to me theCompany is in compliance with sections 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

xiv. a) Based on information and explanations provided to me and my audit proceduresin my opinion the Company has an internal audit system commensurate with the size andnature of its business.

b) I have considered the internal audit reports of the company issued till date for theperiod under audit.

xv. In my opinion and according to the information and explanations given to me theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

xvi. a) The Company is not required to be registered under Section 45-IA of ReserveBank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is not applicable.

b) The Company is not required to be registered under Section 45-IA of the Reserve Bankof India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

d) In my opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

xviii. There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and my knowledge of the Board of Directors and Management plans andbased on my examination of the evidence supporting the assumptions nothing has come to myattention which causes me to believe that any material uncertainty exists as on the dateof the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. I however state that this is not an assurance as tothe future viability of the Company. I further state that my reporting is based on thefacts up to the date of the audit report and I neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

xx. In my opinion and according to the information and explanations given to me thereis no unspent amount under sub-section (5) of Section 135 of the Companies Act 2013pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

Guru Prakash V

Chartered Accountant

M. No: 228938

Place: Bangalore

Date: 28th May 2022

UDIN: 22228938AJUJXV9266

Annexure - B to the Auditors' Report

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of my report to the members of Izmo Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

I have audited the internal financial controls over financial reporting of IZMOLimited ("the Company") as of March 31 2022 in conjunction with my audit ofthe standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India ('ICAI'). Theseresponsibilities include the design implementation and maintenance ofadequate internalfinancial controls thatwere operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143 (10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that I comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting. Meaning of Internal Financial Controls Over Financial Reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Guru Prakash V

Chartered Accountant

M. No: 228938

Place: Bangalore

Date: 28th May 2022

UDIN: 22228938AJUJXV9266.

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