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.

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