1. We have audited the accompanying financial
statements of Tracxn 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), the Statement of Changes in Equity
and the Statement of Cash Flows for the year
then ended, and notes to the financial
statements, including material accounting policy
information and other explanatory information.
2. In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid 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
accounting principles generally accepted in
India, of the state of affairs of the Company as
at March 31, 2026, and total comprehensive
income (comprising of loss and other
comprehensive income), changes in equity and
its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
Section 143(10) of the Act. 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 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.
Key audit matters
4. Key audit matters are those matters that, in our
professional judgement, 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.
Appropriateness of revenue recognition on sale of
services
Note 15 (Revenue from operations) of the financial
statements.
The Company's revenue principally comprises sale
of services from subscription revenue. Revenue
from the sale of services is recognised over time
wherein the customer simultaneously receives and
consumes the benefits provided by the Company.
The progress is measured using the output method
which measures revenue by comparing 'time
elapsed' to the 'total subscription period'.
We have identified the recognition of revenue as a
key audit matter specifically in terms of the risk of
error in the timing and amount of revenue
recognised. The subscriptions sold are generally
non-cancellable. The Company issues proforma
invoice prior to issuing the final invoice. Final
invoice is issued once confirmation for issue of
final invoice is received or payment is received from
the customers. As at period end, proforma invoices
for which confirmations are yet to be received are
analysed by the Company and revenue is
recognised based on such analysis. Revenue
recognition is determined to be an area involving
significant risk in line with the requirements of
Standards of Auditing and requires significant
auditor attention. Considering the above-mentioned
factors, appropriateness of revenue recognition has
been considered as a key audit matter.
How our audit addressed the key audit matter
Our key audit procedures around revenue
recognition included, and not limited to, the
following:
• Understood and evaluated the design and
tested the operating effectiveness of key
manual controls relating to revenue recognition;
• Evaluated the appropriateness of the
Company's revenue recognition accounting
policy with respect to principles of Ind AS 115
'Revenue from Contracts with Customers';
• Tested reconciling items between sales register
and general ledger;
• Tested sales transactions on a sample basis by
examining the underlying documents which
inter- alia included sales invoices and related
terms and conditions to assess whether
revenue was recognised appropriately and also
evaluated whether the determination of deferred
revenue is appropriate.
• Tested the timing of recognition of revenue
including performing cut-off procedures t0
determine whether revenue is recognised
appropriately over a period of time based on
performance obligation;
• Tested proforma invoices on a sample basis for
timing of revenue recognition.
• Tested reconciliation of deferred revenue to
determine whether revenue has been
recognised in the appropriate financial period;
• Tested unusual journal entries, if any, posted
under revenue general ledgers; and
• Evaluated the appropriateness and adequacy of
disclosures made in the financial statements
with the applicable accounting standards.
Other Information
5. The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Annual report, but does not include the financial
statements and our auditor's report thereon. The
Annual report is expected to be made available
to us after the date of this auditor's report.
Our opinion on the 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 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 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
appropriate action as applicable under the
relevant laws and regulations.
Responsibilities of management and
those charged with governance for the
financial statements
6. 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 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 statements
that give a true and fair view and are free from
material misstatement, whether due to fraud or
error.
7. In preparing the financial statements, Board of
Directors is 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 Board of
Directors either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.
8. Those Board of Directors are also responsible
for overseeing the Company's financial
reporting process.
Auditor's responsibilities for the audit of
the financial statements
9. Our objectives are to obtain reasonable
assurance about whether the 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.
10. As part of an audit in accordance with SAs, we
exercise professional judgement and
maintain professional scepticism throughout
the audit. We also:
• 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.
• 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 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 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 financial statements,
including the disclosures, and whether the
financial statements represent the
underlying transactions and events in a
manner that achieves fair presentation.
11. 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.
12. 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.
13. 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
14. 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 Act, we give
in the Annexure B a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
15. 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
following:
(i) The Company has used accounting
software hosted by third party service
providers for maintaining its ancillary
books of account for certain processes
and based on the independent service
auditor's report, the back-up related to
such accounting software has not been
kept on servers physically located in India
on a daily basis up to June 17, 2025, and
thereafter kept on servers physically
located in India on a daily basis;
(ii) Further, in respect of certain other books
and papers maintained electronically, the
back-up of these books and papers has
not been kept on servers physically
located in India on a daily basis up to
March 13, 2026, and thereafter kept on
servers physically located in India on a
daily basis and;
(iii) the matters stated in paragraph 15(h)(vi)
below on reporting under Rule 11(g) of
the Companies (Audit and Auditors)
Rules, 2014 (as amended).
(c) The Balance Sheet, the Statement of Profit
and Loss (including other comprehensive
income), the Statement of Changes in Equity
and the Statement of Cash Flows dealt with
by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial
statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act.
(e) On the basis of the written representations
received from the directors as on April 01,
2026, taken on record by the Board of
Directors, none of the directors is
disqualified as on March 31, 2026, from
being appointed as a director in terms of
Section 164(2) of the Act.
(f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in
paragraph 15(b) above and paragraph 15(h)
(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules,
2014 (as amended).
(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 A".
(h) 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 does not have any pending
litigations which would impact its
financial position;
(ii) The Company was not required to
recognise a provision as at March 31,
2026 under the applicable law or Indian
Accounting Standards, as it does not
have any material foreseeable losses on
long-term contract. The Company did not
have any derivative contracts as at March
31.2026.
(iii) There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company during the year ended March
31.2026.
(iv) (a) The management has represented
that, to the best of its knowledge and
belief, as disclosed in Note 35(xiii)(A)
to the 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 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;
(b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note
35(xiii)(B) to the financial statements,
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
(c) Based on such audit procedures that
we 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 (a)
and (b) contain any material
misstatement.
(v) The Company has not declared or paid
any dividend during the year.
(vi) Based on our examination, which
included test checks, the Company has
used accounting software for
maintaining its books of account which
has a feature of recording audit trail (edit
log) facility and that has operated
throughout the year for all relevant
transactions recorded in the software.
During the course of our audit, we did not
notice any instance of audit trail feature
being tampered with. Further, the audit
trail, to the extent maintained in the prior
year, has been preserved by the Company
as per the statutory requirements for
record retention.
16. The Company has paid/ provided for
managerial remuneration in accordance with
the requisite approvals mandated by the
provisions of Section 197 read with Schedule V
to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Mohan Danivas S A
Partner
Membership Number: 209136
UDIN: 26209136CVYFHY3724
Place : Bengaluru
Date: May 25, 2026
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