We have audited the accompanying standalone
financial statements of Digispice Technologies
Limited ("the Company"), which comprise the
Balance sheet as at March 31,2025, the Statement of
Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity for the year
then ended, and notes to the standalone financial
statements, including a summary of material
accounting policies and other explanatory
information.

In aur opinion and to the best of our information ond
according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013, as
amended ("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 31,2025, its loss including other
comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs), as specified under Section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the 'Auditors Responsibilities
for the Audit of the Standalone Financial Statements'
section of our reportWe 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
audit opinion on the standalone financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the standalone financial

statements for the financial year ended March 31,
2025. 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. For each
matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described
below to be the key audit matters to be
communicated in our report. We have fulfilled the
responsibilities described in the Auditor's
responsibilities for the audit of the standalone
financial statements section of our report,
including in relation to these matters. Accordingly,
our audit included the performance of
procedures designed to respond to our
assessment of the risks of material misstatement
of the standalone financial statements. The
results of our audit procedures, including the
procedures performed to address the matters
below, provide the basis for our audit opinion on
the accompanying standalone financial
statements.

Other Information

The Company's Board of Directors is responsible
for the other information. The other information
comprises the director's report 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 ond we do not
express any form of assurance conclusion
thereon.

In connection with our oudit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
such other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated., If, based on the work we
have 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 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
trueand 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
the Indian Accounting Standards (lnd AS)
specified under Section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, 2015, as amended. 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 the 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,
management 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 management either intends to
liquidate the Company or to cease operations, or
has no realistic alternotive but to do so.

Those Board of Directors ore 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 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 materia! 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
reloted disclosures in the standalone financial
stotements 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 auditors report. However, future events or
conditions may cause the Company to ceose to
continue as a going concern.

* Evoluate 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 for the
financial year ended March 31, 2025, 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
communicoted 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 (ll) of Section 143 of the Act, we give in the
"Annexure 1" a statement on the matters specified
in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we
report, to the extent applicable, 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 oppears from our examination of those
books except (i) as mentioned in note 46 of the
financial statements, we were unable to verify the
back up of books of accounts maintained in
electronic mode for the period from April 01, 2024
to August 23, 2024, as necessary logs in respect of
such period are not available with the Company
and (ii) for the matter stated in the paragraph 2(0
(vl) on reporting under Rule ll(g);

c) The Balance Sheet, the Statement of Profit and
Loss including the Statement of Other
Comprehensive Income, the Cash Flow Statement
and Statement af Changes in Equity 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 Accounting
Standards specified under Section 133 of the Act,

read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

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 are disqualified as on March 31,2025,
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 the paragraph (b)
above on reporting under Section 143(3)(b) and
paragraph 2(i)(vi) below on reporting under Rule 11

g) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure 2" to this report;

h) In our opinion, the managerial remuneration for
the year ended March 31, 2025, has been paid/
provided by the Company to its directors in
accordance with the provisions of Section 197 read
with Schedule V to 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 31B
to the standalone financial statements;

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

iii. There were no amounts which were 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 50 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, 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 50 to the standalone finoncial
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, 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 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 (a)
and (b) contain any material misstatement.

v) No dividend has been declared or paid during
the year by the Company.

vi) Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which have a feature of recording audit trail (edit
log) facility for all relevant transactions recorded
in the software used by the Company except that
oudit trail feature was not enabled for direct
changes to database when using certain access
rights as referred in note 46 to the standalone
financial statements. Further, we are unable to
comment on whether audit trail feature of
software operated throughout the year for all
relevant transactions recorded in such software
or whether there were any instances of the audit
trail feature being tampered with as explained in
the above note. Additionally, the audit trail of
previous year has been preserved by the
Company as per the statutory requirements for
record retention to the extent it was enabled and
recorded in the previous year.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/
E300005

per Anil Gupta

Partner

Membership Number 087921
UDIN: 2508792IBMMKYI8838
Place of Signature: New Delhi
Date: May 23, 2025