Opinion

We have audited the standalone financial statements of NetworkPeople Services Technologies Limited ("the Company") which comprise thebalance sheet as at 31^st March 2022 and the statement of Profit and Loss andstatement of cash flows for the period ended 31^st March 2022 and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2022 and profit/loss and its cash flows for the period endedMarch 31 2022.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor?s Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statement of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters and there is no any key audit maters which need to be reported.

Other Information

The Company?s Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board?s Report includingAnnexures to Board?s Report Business Responsibility Report Corporate Governance andShareholder?s Information but does not include the standalone financial statementsand our auditor?s report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Standalone FinancialStatements

The Company?s Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the accountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible 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.

The Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fr orerror aud and to issue an auditor?s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.

The risk of not detecting a material misstatement resulting from fraudis higher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

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

Conclude on the appropriateness of management?s use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany?s ability to continue as a going concern. If we conclude that a material unexists certainty we are required to draw attention in our auditor?s report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor?s report. However future events or conditions may cause theCompany to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

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 extentapplicable.

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

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen 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 and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from thedirectors as on 31^st March 2022 taken on record by the Board of Directorsnone of the directors is disqualified as on 31^st March 2022 from beingappointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(g) With respect to the other matters to be included in theAuditor?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 theexplanations given to us:

i. The Company has not any pending litigation which should require todisclose on its financial position. ii. The Company did not have any long-term contractsincluding derivative contracts for which there were any material foreseeable losses.iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company iv. a) The management has represented that to the bestof knowledge and belief as disclosed in to the accounts no funds have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the company to or in any other persons or entities including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall:

• Directly or Indirectly lend or invest in other persons orentities identified in any matter whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

b) The management has represented that to the best of its knowledgeand belief as disclosed in the accounts no funds have been received by the Company fromany persons or entities including foreign entities ("Funding Parties")with the understanding whether recorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries.

c) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial misstatement.

v. The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

(h) With respect to the matter to be included in the Auditor?sReport under Section 197(16) of the Act: In our opinion and according to the informationand explanations given to us the remuneration paid by the Company to its directors duringthe current year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section197 of the Act. The Ministry of Corporate Affairs has not prescribed other details underSection 197(16) of the Act which are required to be commented upon by us.

"Annexure A" to the Independent Auditors? Report

Referred to in paragraph 1 under the heading ‘Report on OtherLegal & ‘Regulatory Requirement? of our report of even date to the financialstatements of the Company for the period ended March 31 2022:

i. Property Plant Equipment and intangible Assets:

a. The Company is maintaining proper records showing full particularsincluding quantitative details and situation of Property Plant Equipment and intangibleAssets;

b. The Property Plant Equipment and intangible Assets are physicallyverified by the management according to a phased programme designed to cover all theitems over a period of three years which in our opinion is reasonable having regard tothe size of the company and nature of its assets. Pursuant to the programme a portion ofthe Property Plant Equipment and intangible Assets has been physically verified by themanagement during the year and no material discrepancies have been noticed on suchverification.

c. The company has not any immovable properties (other than propertieswhere the Company is the lessee and the lease agreements are duly executed in favour ofthe lessee) as disclosed in Note 10 on Property plant and equipment and Intangibleassets to the standalone financial statements hence clause 3(i)(c) is not applicable tothe company.

d. The Company has not revalued its Property Plant Equipment andintangible Assets during the year. Accordingly the reporting under clause 3(i)(d) of theOrder is not applicable to the company.

e. Based on the information and explanations furnished to us noproceedings have been initiated on or are pending against the Company for holding Benamiproperty under Benami Transactions (Prohibitions) Act 1988(as amended in 2016) (formerlythe Benami Transaction (Prohibition) Act 1998(45 of 1988) and Rules made thereunder andtherefore the question of our commenting on whether the company has appropriatelydisclosed the details in its standalone financial statements does not arise.

ii. Inventory:

a. The physical verification of inventory (excluding stocks with thirdparties) has been conducted at reasonable intervals by the Management during the year andin our opinion the coverage and procedures of such verification by Management isappropriate. The discrepancies noticed on physical verification of inventory as comparedto book records were not 10% or more in aggregate for each class of inventory.

b. The Company has not been sanctioned working capital limits in excessof Rs.5crore in aggregate at any points of time during the year from banks or financialinstitutions on the basis of security of current assets and hence reporting under clause3(ii) (b) of

Order is not applicable. iii. Loan Given by Company:

The Company has not made investments in companies firms LimitedLiability Partnerships and granted unsecured loans to other parties during the year.Further the Company has not provided any guarantee or security or granted any advances inthe nature of loans secured or unsecured to companies firms Limited LiabilityPartnerships or any other parties and hence reporting under clause iii( a) to iii(f) innot applicable.

iv. Loans to directors & Investment by the Company:

In our opinion and according to the information and explanations givento us the Company has not granted any loans or provided any guarantees or security inrespect to any parties covered under the Section 185 of the Act. The company has not givenguarantees or provided security requiring compliance under section 185 or 186 of the Acthence clause IV of the not applicable to the Company.

v. Deposits

The Company has not accepted any deposit or amounts which are deemed tobe deposit. Hence reporting under clause 3(v) of the Order is not applicable.

vi. Cost records:

As informed to us the maintenance of Cost Records has not beenspecified by the Central Government under sub-section (1) of Section 148 of the Act inrespect of the activities carried on by the company.

vii. Statutory Dues:

a. According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company is generally regular indepositing undisputed statutory dues in respect of provident fund employees? stateinsurance income tax goods and services tax and labour welfare fund though there wereno delay in depositing undisputed statutory dues including sales tax service tax dutyof customs duty of excise value added tax cess and other material statutory dues asapplicable with the appropriate authorities.

b. According to the information and explanation given to us t thereare no dues of income tax sales tax Goods & Service Tax service tax duty ofcustoms duty of excise value added tax outstanding on account of any dispute except asmentioned below;

viii. Unrecorded Income:

According to the information and explanations given to us and therecords of the Company examined by us there are no transactions in the books of accountthat has been surrendered or disclosed as income during the year in the tax assessmentsunder the Income Tax Act 1961 that has not been re in the corded books of account.

ix. Repayment of Loans:

a. According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in repayment ofloans or other borrowings or in the payment of interest to any lender during the year.

b. According to the information and explanations given to us and on thebasis of our audit procedures we report that the Company has not been declared WillfulDefaulter by any bank or financial institution or government or any government authority.

c. In our opinion and according to the information and explanationsgiven to us the company has not obtained any term loans during the year. Accordinglyclause 3(ix) (C) of the order is not applicable.

d. According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the standalone financialstatements of the Company we report that the Company has not used funds raised onshort-term basis for the long-term purposes.

e. According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures.

f. According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies.

x. Utilization of IPO & FPO and Private Placement and Preferentialissues:

a. The Company has raised money by way of initial public offer duringthe year were applied for the purposes for which those are raised.

b. The Company has made private placement of shares during the year andcompany has complied of section 42 and section 62 of the companies Act 2013 .

xi. Reporting of Fraud:

a. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company noticed orreported during the year nor have we been informed of any such case by the Management. b.During the course of our examination of the books and records of the Company carried outin accordance with the generally accepted auditing practices in India and according tothe information and explanations given to us no report under Section 143(12) of the Actin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014has been filed with the Central Government. Accordingly the reporting under Clause3(xi)(b) of the Order is not applicable to the Company. c. During the course of ourexamination of the books and records of the Company carried out in accordance with thegenerally accepted auditing practices in India and according to the information andexplanations given to us the Company has not received whistle-blower complaints duringthe year which have been considered by us for any bearing on our audit and reporting.

xii. NIDHI Company:

As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it the reporting under Clause 3(xii) of the Order is not applicable to theCompany.

xiii. Related Party Transaction:

The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired under Indian Accounting Standard 24 "Related Party Disclosures"specified under Section 133 of the Act

xiv. Internal Audit

a) In our opinion and according to the information and explanationgiven to us the Company has an internal audit system commensurate with the size andnature of its business.

b) The reports of the Internal Auditor for the period under audit havebeen considered by us. xv. Non-Cash Transaction:

The Company has not entered into any non-cash transactions with itsdirectors or persons connected with him. Accordingly the reporting on compliance with theprovisions of Section 192 of the Act under Clause 3(xv) of the Order is not applicable tothe Company.

xvi. Register under RBI Act 1934:

a. The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly the reporting under Clause 3(xvi)(a) ofthe Order is not applicable to the Company.

b. The Company has not conducted non-banking financial / housingfinance activities during the year. Accordingly the reporting under Clause 3(xvi)(b) ofthe Order is not applicable to the Company. c) The Company is not a Core InvestmentCompany (CIC) as defined in the regulations made by the Reserve Bank of India.Accordingly the reporting under Clause 3(xvi)(c) of the Order is not applicable to theCompany. d) Based on the information and explanations provided by the management of theCompany the Group has six CICs as part of the Group. We have not however separatelyevaluated whether the information provided by the management is accurate and complete.

xvii. Cash Losses

The Company has not incurred any cash losses in the financial year orin the immediately preceding financial year.

xviii. Auditor?s resignation

There has been no resignation of the statutory auditors during the yearand accordingly this clause is not applicable."

xix. Financial Position

According to the information and explanations given to us and on thebasis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that the 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. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we 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. Corporate Social Responsibility

The Provision of Section 135 of the Companies Act 2013 in relation toCorporate Social Responsibility are not applicable to the Company during the year andhence reporting under this clause is not applicable.

For Keyur Shah & Co. Chartered Accountants FRN.: 141173W

"Annexure B" to the Independent Auditor?s Report ofeven date on the Financial Statements of Network People Services Technologies Limited

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

We have audited the internal financial controls over financialreporting of Network People Services Technologies Limited ("the Company")as of March 31 2022 in conjunction with our audit of the financial statements of theCompany for the period ended on that date.

Management?s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company?s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor?s Responsibility

Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor?s judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlssystem over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A company?s internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company?s internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany?s assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 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 ofChartered Accountants of India.