Auditor Report of Sagility Ltd.

Mar 31, 2026

We have audited the standalone financial statements of Sagility
Limited (formerly known as Sagility India Limited and prior to
that, Sagility India Private Limited) (the “Company”) which
comprise the standalone balance sheet as at 31 March 2026,
and the standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes in
equity and standalone statement of cash flows for the year
then ended, and notes to the standalone financial statements,
including material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 (“Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at
31 March 2026, and its profit and other comprehensive loss,

changes in equity and its cash flows for the year ended on that
date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

KEY AUDIT MATTER(S)

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters.

Taxation in India

Refer to material accounting policies Note 3.12 and Note 35 and 43 in the standalone financial statements

The key audit matter	How the matter was addressed in our audit
Tax laws in India are subject to interpretation. While estimating the tax expenses, the Company exercises significant judgment in taxation matters by evaluating:	In view of the significance of the matter, we performed the following audit procedures in this area, amongst others, to obtain sufficient appropriate audit evidence:
• the most likely outcome of uncertain tax positions; • transfer pricing implications for transactions with related parties; and • the impact of demand orders / notices received from the respective tax authorities. These taxation matters have a significant impact on the accounting and disclosures in the standalone financial statements.	• Evaluated the key tax litigations / demands, uncertain tax positions and the potential tax exposures • Tested the design, implementation and operating effectiveness of the internal controls relating to the Company’s assessment of the most likely outcome of uncertain tax positions and tax litigations / demands, evaluation of arms’ length pricing for related party transactions and accounting / disclosures in the standalone financial statements.
Considering the significant judgement and estimation involved in determining the likelihood and timing of cash outflows and interpretations of tax legislations, this is considered to be a key audit matter.	• We, along with our internal tax experts : i. analysed key correspondences and consultations carried out by the Company including with their external tax experts for key tax litigations / demands, uncertain tax positions and arms’ length pricing for related party transactions;

The key audit matter	How the matter was addressed in our audit
	ii. inquired with the designated management personnel and external tax experts to evaluate key assumptions in estimating the most likely outcome of the uncertain tax positions and other tax litigations / demands;
	iii. evaluated the status of the recent tax assessments / inquiries, results of previous tax assessments, legal precedence/ judicial rulings and changes in the tax environment. This is performed to assess and challenge the Company’s estimate of the most likely outcome of the key tax litigations / demands and uncertain tax positions; and
	iv. evaluated the transfer pricing documentation basis which the related party transactions were concluded to be at arms’ length and in compliance with the applicable transfer pricing regulations.
	• Evaluated the competence, capabilities and objectivity of the independent external specialist engaged by the Company.
	• Verified the presentation and disclosures in the standalone financial statements in compliance with the applicable accounting standards.

OTHER INFORMATION

The Company’s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company’s annual
report, but does not include the financial statements and
auditor’s report thereon. The Company’s annual report is
expected to be made available to us after the date of this
auditor’s report.

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

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.

MANAGEMENTS AND BOARD OF DIRECTORS‘
RESPONSIBILITIES FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act

with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) 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 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 statements 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
Management and Board of Directors are 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 the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF
THE STANDALONE FINANCIAL STATEMENTS

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

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

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

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

(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to financial statements
in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the Management and Board
of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the
related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial

statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

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 Section 143(11) of the Act, 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, we report

that:

a. We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit.

b. In our opinion, 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 except for the matters stated in the
paragraph 2(B)(f) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

c. The standalone balance sheet, 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 dealt with
by this Report are in agreement with the books
of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 1 April 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2026 from being appointed as a director in
terms of Section 164(2) of the Act.

f. The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 2(A)(b)
above on reporting under Section 143(3)(b) of
the Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

B. 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:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2026 on its
financial position in its standalone financial
statements - Refer Note 43 to the standalone
financial statements.

b. 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 - Refer Note 22 and 25 to
the standalone financial statements.

c. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended 31 March 2026.

d. (i) The management of the Company has

represented to us that, to the best of their
knowledge and belief, as disclosed in Note
47 to the standalone financial statements,
no funds 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 persons or entities, including
foreign entities (“Intermediaries”), with

the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall:

• 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.

(ii) The management of the Company
has represented to us that, to the
best of their knowledge and belief, as
disclosed in Note 47 to the standalone
financial statements, no funds have
been received by the Company from any
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 or entities identified
in any manner whatsoever by or
on behalf of the Funding Parties
(“Ultimate Beneficiaries”); or

• provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries.

(iii) 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 (i) and (ii) above, contain
any material misstatement.

e. The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with Section
123 of the Act.

As stated in Note 50 to the standalone
financial statements, the Board of Directors
of the Company have proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

f. Based on our examination which included test
checks, except for the instance mentioned
below, the Company has used accounting
softwares for maintaining its books of account,
which have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective software:

- The Company uses an accounting
software for revenue recognition
purposes. During the period from 1 May
2025 to 3 November 2025, the feature of
recording audit trail (edit log) facility was
not enabled in such accounting software
at the database layer.

Further, where audit trail (edit log) facility was
enabled and operated throughout the year for the
respective accounting software, we did not come

across any instance of the audit trail feature being
tampered with.

Additionally, where audit trail (edit log) facility was
enabled during the previous years, the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

A. With respect to the matter to be included in the Auditor’s
Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid during
the current year by the Company to its directors is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director by the Company
is not in excess of the limits laid down under Section
197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Hemanth Bhasin

Partner

Place: Bangalore Membership No.: 235040

Date: 12 May 2026 ICAI UDIN: 26235040ECFTAN5589

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Mar 31, 2025

We have audited the standalone financial statements
of Sagility India Limited (formerly known as Sagility
India Private Limited and prior to that, Berkmeer India
Private Limited) (the "Company”) which comprise the
standalone balance sheet as at 31^st March 2025, and
the standalone statement of profit and loss (including
other comprehensive income), standalone statement
of changes in equity and standalone statement of
cash flows for the year then ended, and notes to the
standalone financial statements, including material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("Act”) in the manner
so required and give a true and fair view in conformity
with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31^st
March 2025, and its profit and other comprehensive
loss, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs

are further described in the Auditor''s Responsibilities for
the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our
audit of the standalone financial statements under
the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Key Audit Matter(s)

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

Taxation in India

Refer to material accounting policies Note 3.12 and Note
33 and 44 in the standalone financial statements

The key audit matter	How the matter was addressed in our audit
Tax laws in India are subject to interpretation. While estimating the tax expense, the Company exercises significant judgment in taxation matters by evaluating: • the most likely outcome of uncertain tax positions; • transfer pricing implications for transactions with related parties; and	In view of the significance of the matter, we performed the following audit procedures in this area, amongst others to obtain sufficient appropriate audit evidence: • Evaluated the key tax litigations / demands, uncertain tax positions and the potential tax exposures. • Tested the design, implementation and operating effectiveness of the internal controls relating to the Company''s assessment of the most likely outcome of taxation matters and accounting in the standalone financial statements.
• the impact of demand orders / notices received from the respective tax authorities. These taxation matters have a significant impact on the accounting in the standalone financial statements.	• We, along with tax experts engaged by us: i. analysed key correspondences and consultations carried out by the Company including with their external tax experts for key tax litigations / demands and uncertain tax positions; ii inquired with the designated management personnel and external tax experts to evaluate key assumptions in estimating the most likely outcome of the tax positions;

The key audit matter	How the matter was addressed in our audit
Considering the significant judgement and estimation involved in determining the likelihood and timing of cash outflows and interpretations of tax legislations, this is considered to be a key audit matter.	iii. evaluated the status of the recent tax assessments / inquiries, results of previous tax assessments, legal precedence / judicial rulings and changes in the tax environment. This is performed to assess and challenge the Company''s estimate of the most likely outcome of the key tax litigations / demands and uncertain tax positions; and
	iv. evaluated the transfer pricing documentation basis which the related party transactions were concluded to be in compliance with the transfer pricing regulations.
	• Evaluated the competence, capabilities and objectivity of the independent external specialist engaged by the Company.

Other Information

The Company''s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the Company''s annual report, but does not include
the financial statements and auditor''s report thereon.
The Company''s annual report is expected to be made
available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take necessary actions, as applicable
under the relevant laws and regulations.

Management''s and Board of Directors''
Responsibilities for the Standalone Financial
Statements

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the
state of affairs, profit/ loss and other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) 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 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 statements
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
Management and Board of Directors are 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Company''s financial reporting process.

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

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

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

• Identify and assess the risks of material misstatement

of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the company
has adequate internal financial controls with
reference to financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by the
Management and Board of Directors.

• Conclude on the appropriateness of the
Management and Board of Directors use of the
going concern basis of accounting in preparation
of standalone financial statements and, based on
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company''s
ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to
the related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor''s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

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 Section 143(11) of
the Act, 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, we
report that:

a. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b. In our opinion, proper books of account as
required by law relating to preparation of the
aforesaid standalone financial statements
have been kept so far as it appears from
our examination of those books, except for
the below:

• during the period from 1^st April 2024 to
24^th October 2024, the back-up of one
application which forms part of the ''books
of account and other relevant books
and papers in electronic mode'', was not
maintained on servers physically located
in India on a daily basis; and

• the matter stated in the paragraph 2(B)
(f) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014.

c. The standalone balance sheet, 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 dealt with
by this Report are in agreement with the books
of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 1^st April 2025
taken on record by the Board of Directors,
none of the directors is disqualified as on 31^st
March 2025 from being appointed as a director
in terms of Section 164(2) of the Act.

f. The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 2(A)(b)
above on reporting under Section 143(3)(b) of
the Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”.

B. 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:

a. The Company does not have any pending
litigations which would impact its
financial position.

b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended 31^st March 2025.

d (i) The management of the Company has
represented to us that, to the best of their
knowledge and belief, as disclosed in Note
47 to the standalone financial statements,
no funds 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
persons or entities, including foreign entities
("Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall:

• 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.

(ii) The management of the Company has
represented to us that, to the best of their
knowledge and belief, as disclosed in Note 47 to
the standalone financial statements, no funds
have been received by the Company from any
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 or entities identified in any manner
whatsoever by or on behalf of the Funding
Parties ("Ultimate Beneficiaries”); or

• provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(iii) 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 (i) and (ii) above,
contain any material misstatement.

e. The Company has neither declared nor paid
any dividend during the year.

f. Based on our examination which included test
checks, except for the instances mentioned
below, the Company has used accounting
softwares for maintaining its books of account,
which have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective software:

a. The Company has used an accounting
software for maintaining the database of
employee records and outstanding leave
balances. The feature of recording audit
trail (edit log) facility has not been enabled
for such accounting software.

b. In the absence of an independent auditor''s
report in relation to controls at the service
organisation for an accounting software
relating to the general ledger and all related
business processes, which is operated by

has been preserved by the Company
as per the statutory requirements for
record retention.

a third-party software service provider, we
are unable to comment whether audit trail
feature at the database level of the said
software was enabled to log any direct
data changes and operated throughout
the year for all relevant transactions
recorded in the software.

Further, where audit trail (edit log) facility
was enabled and operated throughout
the year for the respective accounting
software, we did not come across any
instance of the audit trail feature being
tampered with. Additionally, where
audit trail (edit log) facility was enabled
in the previous year, the audit trail

A. With respect to the matter to be included in the
Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information
and explanations given to us, the remuneration
paid during the current year by the Company to its
directors is in accordance with the provisions of
Section 197 of the Act. The remuneration paid to
any director by the Company is not in excess of the
limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed
other details under Section 197(16) of the Act which
are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration No.:101248W/W-100022

Hemanth Bhasin

Partner

Place: Bangalore Membership No.: 235040

Date: 14^th May 2025 ICAI UDIN:25235040BMRJSI3490

---

Mar 31, 2024

To the Members of Sagility India Limited (formerly known as Sagility India Private Limited and prior to that, Berkmeer India Private Limited)Report on the Audit of the Standalone Financial Statements

We have audited the standalone financial statements of Sagility India Limited (formerly known as Sagility India Private Limited and prior to that, Berkmeer India Private Limited) (the “Company”) which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 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 statements 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 Management and Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, 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, except for :

• the back-up of one of the application which forms part of the ‘books of account and other relevant books and papers in electronic mode'' for the period from 1 January 2024 to 31 March 2024 has not been maintained on servers physically located in India; and

• the matter stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, 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 dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 01 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(A)(b) above on reporting under Section 143(3)(b) and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

B. 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:

a. The Company does not have any pending litigations which would impact its financial position.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024.

d (i) The management of the Company has represented to us that, to the best of their knowledge and belief, as disclosed in Note 46 to the standalone financial statements, no funds 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• 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.

(ii) The management of the Company has represented to us that, to the best of their knowledge and belief, as disclosed in Note 46 to the standalone financial statements, no funds have been received by the Company from any 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 or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”); or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:

i. For the period from 1 April 2023 to 31 December 2023, the Company has used an accounting software for maintaining its books of account, however, the feature of recording audit trail (edit log) facility has not been enabled.

ii. In the absence of an independent auditor''s report in relation to controls at the service organisation for accounting software relating to the procure to pay process for the period from 1 April 2023 to 31 December 2023, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature at the database level of the said software was enabled to log any direct data changes and operated throughout the period from 1 April 2023 to 31 December

2023 for all relevant transactions recorded in the software.

iii. In the absence of an independent auditor''s report in relation to controls at the service organisation for accounting software relating to the general ledger and all related processes for the period from 1 January 2024 to 31 March 2024, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature at the database level of the said software was enabled to log any direct data changes and operated throughout the period from 1 January

2024 to 31 March 2024 for all relevant transactions recorded in the software.

Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

In our opinion and according to the information and explanations given to us, the Company was not a public company as at and during the year ended 31 March 2024. Accordingly, the provisions of Section 197 of the Act are not applicable to the Company. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

HFMAMT Digitally signed by nhivi/ain i hemanth bhasin

HD LI A C I NI ^Date: 2024.06.25

DnAollN 18:51:38 0530''

Hemanth Bhasin

Partner

Place: Bangalore Membership No.: 235040

Date: 25 June 2024 ICAI UDIN:24235040BKHUDM7856