Independent Auditors' Report for Netripples Software Limited

Document Type: Independent Auditors' Report on Standalone Financial Statements and CARO 2020

Auditor: BGS & ASSOCIATES, Chartered Accountants (FRN-0013021S)

Report Date: May 5, 2026

Period Ended: March 31, 2026

Opinion on Financial Statements

The auditors issued an unmodified opinion, stating that the standalone financial statements give a true and fair view in conformity with Indian Accounting Standards (IND AS) and the Companies Act, 2013. The financial statements comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, and the Standalone Statement of Cash Flows for the year then ended.

Basis for Opinion

The audit was conducted in accordance with the Standards on Auditing (SAs). The auditors confirmed their independence and that they had obtained sufficient and appropriate audit evidence to provide a basis for their opinion.

Emphasis of Matter

The report draws attention to the fact that the financial statements have been prepared on a going concern basis. The auditors' opinion is not modified in respect of this matter.

Key Audit Matters (KAMs)

Two key audit matters were identified for the current period:

  • Recognition and Measurement of Revenue from Software Services: This was a key matter due to the company's primary source of revenue being long-term service contracts, requiring judgment on the timing and measurement of revenue recognition under IND AS 115. The auditor's response included performing substantive testing to verify revenue was recognized as per filed GST returns and based on the satisfaction of performance obligations.
  • Valuation of Deferred Tax Assets (DTAs): This was a key matter as the recognition of DTAs is dependent on the availability of sufficient future taxable profits, involving significant management judgment and forecasting. The auditor's response included reviewing management's assessment and forecasting models, corroborating assumptions against historical trends and approved business plans, and evaluating evidence supporting the probable realization of the DTAs.

Other Legal and Regulatory Requirements (Section 143(3) of the Act)

The report confirms the following as required by law:

  • All necessary information and explanations were obtained for the audit.
  • Proper books of account have been kept by the Company.
  • The financial statements agree with the books of account.
  • The financial statements comply with Ind AS.
  • No directors were disqualified as on March 31, 2026, under Section 164(2).
  • A separate report on Internal Financial Controls Over Financial Reporting (IFCOFR) is provided in Annexure A.
  • Regarding other matters under Rule 11:
  • The Company has disclosed that there are no pending litigations impacting its financial position.
  • The Company has made adequate provision for material foreseeable losses on long-term contracts, if any.
  • No amounts were required to be transferred to the Investor Education and Protection Fund during the year.

Annexure A - Report on Internal Financial Controls Over Financial Reporting (IFCOFR)

The auditors issued an opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively as of March 31, 2026.

Annexure B - CARO 2020 Report

The report on matters specified in the Companies (Auditor's Report) Order, 2020, confirmed the following for the year ended March 31, 2026:

  • Property, Plant and Equipment (PPE) & Intangible Assets: Proper records are maintained, physical verification was conducted with no material discrepancies, all title deeds are held in the Company's name, no revaluation was done, and no proceedings for benami property exist.
  • Inventory: Clauses are not applicable as the Company is a software services provider.
  • Loans, Investments, Guarantees, & Advances: The Company did not provide any loans, advances, guarantees, or security to any entity. Investments made were not prejudicial to the Company's interest.
  • Sections 185 & 186: The Company complied with the provisions for loans, investments, guarantees, and security.
  • Public Deposits: The Company did not accept any deposits within the meaning of Sections 73 to 76 of the Act.
  • Cost Records: Maintenance of cost records is not prescribed by the Central Government for the Company's services.
  • Statutory Dues: The Company is generally regular in depositing undisputed statutory dues (Income Tax, GST, etc.). No undisputed amounts were outstanding for more than six months. There are no disputed dues that have not been deposited.
  • Undisclosed Income: The Company has not surrendered or disclosed any unrecorded income to tax authorities.
  • Defaults: The Company has not defaulted in repayment of loans or interest to any lender. It has not been declared a willful defaulter.
  • Fund Utilization: Term loans were not utilized for other purposes. Short-term funds were not used for long-term purposes. No funds were taken to meet the obligations of subsidiaries/associates. No loans were raised by pledging securities of subsidiaries/associates.
  • Fund Raising: The Company did not raise money through IPO, FPO, preferential allotment, or private placement during the year.
  • Fraud: No fraud by or on the Company was noticed or reported. No whistle-blower complaints were received.
  • Nidhi Company: The Company is not a Nidhi Company.
  • Related Party Transactions: There are no related party transactions, and the Company is in compliance with Sections 177 and 188 of the Act.
  • Internal Audit: The Company has an internal audit system as per Section 138 of the Act.
  • Non-cash Transactions: The Company has not entered into any non-cash transactions with directors or connected persons.
  • RBI Registration: The Company is not required to be registered under Section 45-IA of the RBI Act, 1934.
  • Cash Losses: The Company did not incur cash losses in the current or immediately preceding financial year.
  • Going Concern (Material Uncertainty): Based on financial ratios and expected realization/payment of assets/liabilities, no material uncertainty exists regarding the Company's ability to meet its liabilities as they fall due within one year from the balance sheet date.
  • CSR: The Company is not required to comply with CSR expenditure provisions under Section 135.
  • Consolidated Financial Statements: No adverse or qualified remarks were reported in the audit reports of any companies included in the consolidated financial statements.