We have audited the accompanying standalone financial
statements of Quess Corp Limited (the “Company”), which
comprise the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date, and notes
to the financial statements, including a summary of 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, except for the possible effects
of the matter described in the Basis for Qualified Opinion
Section below, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013
(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, (“Ind AS”) and other
accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, and its profit,
total comprehensive income, its cash flows and the changes in
equity for the year ended on that date.

Basis for Qualified Opinion

As stated in note 38.4 to the standalone financial statements,
certain tax deductions claimed by the Company and
recognised in computation of income tax expense in the
current and preceding periods have been disallowed by the
Income Tax Authority. The disallowance has been challenged
by the Company in a judicial forum. The Company, supported
by external opinions from legal counsel and other tax experts,
has assessed the basis of the disallowances and concluded
that it is probable that these deductions will be accepted upon
ultimate resolution.

In January 2024, as described in note 38.4 to the standalone
financial statements, another regulatory authority has made
certain observations (referred to as “new information”) on
the applicability of certain conditions in the Income Tax Act
and related reports submitted to the Income Tax Authority in
respect of these deductions. The Company has taken into
consideration this new information and continues to believe
that it is probable that these deductions upon ultimate
resolution will be accepted by the Income Tax Authority.

As a result of the uncertainty in respect of the outcome in the
aforesaid matter, pending ultimate resolution and acceptance
by the Income Tax Authority, we are unable to comment
whether any adjustments are necessary.

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (“SA”s) specified

under Section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor’s
Responsibility 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 (“ICAI”) 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 made 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 obtained by us is sufficient and appropriate
to provide a basis for our qualified opinion on the standalone
financial statements.

Emphasis of Matters

• We draw attention to note 38.2 to the standalone
financial statements, regarding the demands received
by the Company in respect of Provident Fund and the
contingency related to the pending litigation on the said
matter.

• We draw attention to note 43 to the standalone
financial statements in respect of Composite Scheme
of Arrangement amongst the Quess Corp Limited
(“Demerged Company”/”the Company”), Digitide
Solutions Limited (“Resultant Company 1”) and Bluspring
Enterprises Limited (“Resultant Company 2”) and their
respective shareholders and creditors (“the Scheme”),
from the appointed date of April 1, 2024, as approved
by the Hon’ble National Company Law Tribunal,
Bengaluru Bench by an Order dated 17 March 2025.
Consequently, upon the Scheme becoming effective,
from the Appointed date, the Company reduced the
carrying value of all the assets and liabilities pertaining
to the “Demerged Undertaking 1” and “Demerged
Undertaking 2” as appearing in the books of accounts
of the Company, being transferred to and vested in the
“Resulting Company I” and “Resulting Company 2”, from
the respective book value of assets and liabilities of the
Demerged Company.

Our report is not modified in respect of these matters.

Key Audit Matter

Key audit matter is a matter that, in our professional judgment,
was of most significance in our audit of the standalone financial
statements of the current period. This matter was 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 the matter. In addition to the
matter described in the Basis for Qualified Opinion Section of
our report, we have determined the matter described below
to be the key audit matter to be communicated in our report.

Information Other than the 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 Board’s Report, Annexures to the Board’s Report, Management discussion and analysis, Business Responsibility
and Sustainable Report, and Report on Corporate Governance, but does not include the standalone financial statements,
consolidated financial statements and our auditor’s report thereon.

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

• As described in the Basis for Qualified Opinion section above, there is an uncertainty in respect of the Income Tax matter,
pending ultimate resolution and acceptance by the Income Tax Authority. Accordingly, we are unable to conclude whether
or not the other information is materially misstated with respect to this matter.

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

The Company’s Board of Directors is 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 financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including 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 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 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, 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 intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility 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 financial controls
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 standalone
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.

• 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 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.

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 standalone 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 standalone
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 financial controls 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 Section 143(3) of the Act, based on our
audit we report, that:

a) We have sought and except for the matter described
in the Basis for Qualified Opinion Section above,
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, except for (a) the possible effects
of the matter described in the Basis for Qualified
Opinion Section above, (b) not keeping backup
on a daily basis of one application maintained in
electronic mode in a server physically located
in India (Refer Note 48.3 (i) to the standalone
financial statements) and (c) not complying with the
requirements of audit trail as stated in (i)(vi) below,
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.

c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Cash Flows and Statement of Changes
in Equity dealt with by this Report are in agreement
with the relevant books of account.

d) Except for the possible effects of the matter
described in the Basis for Qualified Opinion Section
above, 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 March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164 (2) of the Act.

f) The qualification relating to the maintenance of
accounts and other matter connected therewith, is
as stated in the Basis for Qualified Opinion section
and in paragraph (b) above and the modifications
relating to keeping back up of books of account on
a daily basis in a server physically located in India
and relating to complying with the requirements of
audit trail is as stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure A”. Our report expresses
qualified opinion on the operating effectiveness
of the Company’s internal financial controls with
reference to standalone financial statements for the
reasons stated therein.

h) 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.

i) 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,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer Note
38 to the standalone financial statements;

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

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company.

iv (a) The Management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note 48.1 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.

(b) The Management has represented, that,
to the best of its knowledge and belief,
as disclosed in the Note 48.2 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 Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) 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
(a) and (b) above, contain any material
misstatement.

v. The final dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with section
123 of the Act, as applicable.

The interim dividend declared and paid by the
Company during the year is in accordance with
Section 123 of the Act, as applicable.

As stated in Note 47 to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed is
in accordance with Section 123 of the Act, as
applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
softwares for maintaining its books of account
for the year ended March 31, 2025, 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 softwares, except for the instances
mentioned below (Refer Note 48.3 (ii) to the
standalone financial statements):

• In respect of one accounting software,
audit trail feature was not enabled at
certain tables and database level to log
any direct data changes.