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B2B Software Technologies Ltd. Auditor Report
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You can view full text of the latest Auditor's Report for the company.
Market Cap. (Rs.) 38.32 Cr. P/BV 1.20 Book Value (Rs.) 18.32
52 Week High/Low (Rs.) 38/16 FV/ML 10/1 P/E(X) 13.49
Bookclosure 02/04/2026 EPS (Rs.) 1.64 Div Yield (%) 4.54
Year End :2026-03 

We have audited the accompanying standalone Ind ASfinancial statements ofM/sB2B Software Technologies
Limited (“the Company”), which comprise the balance sheet as at March 31,2026, and the Statement of Profit
and Loss (including Other Comprehensive Income),Statement of Changes in Equity and Statement of Cash
Flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the standalone financial
statements.)

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 Act in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2026, its
profit and total comprehensive income, its 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 Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the 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 financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone
financial statements.

Emphasis of Matter

We draw attention to Note 48 to the financial statements, which describes the Company's filing of Form PAS-3 on
March 25, 2025 for allotment of 4,00,000 equity shares under the ESOP Trust route and the subsequent decision
of the Board of Directors to withdraw the said allotment. The Company has represented that no options were
granted or exercised and that the said allotment has been reversed and not given effect to in the financial
statements. The Company has also made an application to the Registrar of Companies for cancellation of the
said filing, which is pending as at the date of this report.

Our opinion is not modified in respect of this matter.Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.We have determined the matters described below to be the key audit matters to be communicated
in our report.

Key Audit Matters

1. Revenue from Operations:

The accounting of revenue involves certain key
judgements relating to identification of distinct
performance obligations, determination of
transaction price of the identified performance
obligations, the appropriateness of the basis
used to measure revenue recognized over a
period.

Principle Audit Procedures

We assessed the Company's process to identify the
impact of adoption of the new revenue accounting
standard.

Our audit approach consisted testing of the design
and operating effectiveness of the internal controls
and substantive testing as follows:

1. Evaluated the design of internal controls relating
to implementation of the new revenue
accounting standard.

2. Selected a sample of continuing and new
contracts, and tested the operating
effectiveness of the internal control, relating to
identification of the distinct performance
obligations and determination of transaction
price.

3. We carried out a combination of procedures
involving enquiry and observation, re¬
performance and inspection of evidence in
respect of operation of these controls.

2. Issuance of Equity Shares on Exercise of
Employee Stock Options (ESOP):

During the financial year 2025-26, employees
exercised 2,60,755 stock options under the
ESOP Scheme 2024.

This resulted in the allotment of 2,60,755 equity
shares, leading to an increase in Securities
Premium by Rs.36.30 lakhs. We identified this
as a key audit matter due to the material impact
on the equity structure and the requirement for
strict compliance with SEBI and Companies Act
regulations.

Principle Audit Procedures

Our audit procedures included:

• Review of Scheme Terms:

We reviewed the terms and conditions of the
ESOP schemes approved by the Board of
Directors and assessed the accounting
treatment adopted by the Company.

• Evaluation of Internal Controls:

We evaluated the design and implementation of
key internal controls relating to accounting of
share-based payments.

• Assessment of Valuation Assumptions:

We assessed the appropriateness of the
valuation methodology and reasonableness of
key assumptions used in determining the fair
value of options granted.

• Capital Reconciliation: Verified that the increase
in share capital is correctly reflected in the
Statement of Changes in Equity (SOCE).

• Accounting Entry: Verified the transfer of the Fair
Value of options from the 'Share Based Payment
Reserve' to 'Securities Premium' upon exercise,
as per Ind AS 102.

Information other than Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to
Board's Report, Corporate Governance and Shareholder's Information, but does not include the Consolidated
Financial Statements, Standalone Financials Statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do 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 and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards 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 financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the 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 financial statements.

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

i. Identify and assess the risks of material misstatement of the 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.

ii. 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 Companies Act, 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

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

iv. Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the 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
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.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

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 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 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 extent
applicable.

2. As required by section 143(3) of the Act, based on our audit we report that:

i. 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;

ii. In our opinion, proper books of account as required by law, have been kept by the company, in so far as
appears from our examination of such books of the company;

iii. The Balance Sheet, Statement of Profit & Loss including Other Comprehensive Income, the Statement of
Cash Flows and the Statement of Changes in Equity dealt with by this report are in agreement with the
books of accounts of the Company;

iv. In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting standards
referred to in section 133 of Companies Act 2013, read with Rule 7 of Companies (Accounts) Rules, 2014;

v. On the basis of written representations received from the directors, as on 31st March, 2026, and taken on
record by the Board of Directors, none of the directors, are disqualified as on 31st March, 2026 from being
appointed as a director in terms of sub-section (2) of Sec. 164 of the Companies Act, 2013;

vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in “Annexure B”;Our report

expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal
financial controls over financial reporting.

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

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

viii. 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.

d) i) The management has represented to us that, to the best of its knowledge and belief, other than as

disclosed in the notes to the accounts, 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 person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 has represented to us, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been received by the company from any
person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

iii) Based on such 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) contain any material mis-statement.

e) As stated in Note 57 to the Standalone Financial Statements, the interim dividend declared and paid by the
Company during the year and until the date of this report is in compliance with Section 123 of the Act.

f) Based on our examination, which included test checks, the company has used accounting software for
maintaining its books of accounts for the financial year ended March 31, 2026 which has a feature of
recording the audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit, we did not come across any
instance of the audit trail feature being tampered with and the audit trail has been preserved by the
Company as per the statutory requirements for record retention.

For M V Vijaya Kumar & Co.,

Chartered Accountants

FRN:007890S

Sd/-

S Sourabh Srivatsav

Partner

ICAI MRN: 251569

UDIN: 26251569VOPPBY1690

Place: Hyderabad

Date: April 11, 2026


 
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