We have audited the accompanying standalone financial
statements of Aptech Limited ("the Company”), which
comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity, the Statement
of Cash Flows for the year then ended, and notes to the
standalone financial statements, including a summary of
the material 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
Companies Act, 2013, as amended ("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, 2025, its profit and
total comprehensive income, the changes in equity and its
cash flows 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 specified under
Section 143(10) of the Act (SAs). Our responsibilities under
those Standards 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 ("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 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 of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, for the year
ended March 31, 2025, 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:

Information Other than the Standalone 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 including Annexures to Board's
Report, Management Discussion and Analysis, Corporate
Governance and Shareholder's Information, but does not
include the standalone financial statements and our auditor's
report thereon. The aforesaid other information 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 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
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 during the course of our audit or
otherwise appears to be materially misstated.

When we read the other information identified above, if,
based on the work we have performed, 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.

Management’s and Board of Director’s Responsibility 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 and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance (including other
comprehensive income), changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Ind 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 the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgements 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, the 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 the management 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 financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgement 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 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 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, make 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) evaluating 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 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 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 purpose 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 matter stated in paragraph 1(i)(vi) under the
heading of "Report on Other Legal and Regulatory
Requirements” 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, the Statement of
Cash Flows and notes to the standalone financial
statements 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, read with the Companies
(Indian Accounting Standards) Rules, 2015, as
amended;

e. On the basis of 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. With respect to 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";

g. With respect to the matters to be included in the
Auditor's Report in accordance with the requirement
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 during the current year by the
Company to its directors is in accordance with the
provisions of Section 197 of the Act.

h. The remarks relating to the maintenance of accounts
and other matters connected therewith are as stated
in paragraph (1)(b) above on reporting under section
143(3)(b) of the Act and paragraph 1 (i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended) under the
heading of "Report on Other Legal and Regulatory
Requirements"

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 40
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 as
required under the applicable law or accounting
standards;

iii. There has been no delay in transferring amounts,
required to be transferred to the Investor
Education and Protection Fund by the Company
during the year ended March 31, 2025.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) 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
[Refer Note 45(vi) to the standalone financial
statements];

(b) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are material either individually or
in the aggregate) 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
[Refer Note 45(vii) to the standalone financial
statements];

(c) 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) of Rule 11(e), as provided
in (a) and (b) above, contain any material
misstatement.

v. (a) The interim dividend paid by the Company
during the year in respect of the interim
dividend declared for the previous financial
year is in accordance with section 123 of
the Act to the extent it applies to payment of
dividend.

(b) The interim dividend declared by the Company
subsequent to the year-end for the financial
year under reporting is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend. However, the said
dividend is yet to be paid on the date of this
audit report.

vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software,
except that, the audit trail feature was not enabled
at the database level to log any direct data changes.

Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with. The Company has preserved the
audit trail in accordance with the statutory record
retention requirement, except for at the database
level where the feature of recording audit trail was
not enabled.

2. 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
enclose in the "Annexure B”, a statement on the

matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

For BANSI S. MEHTA & CO.

Chartered Accountants
Firm Registration No. 100991W

OJAS A. PAREKH

Partner

PLACE: Mumbai Membership No. 115379

DATED: May 8, 2025 UDIN: 25115379BMLADF3677