We have audited the accompanying standalone financial
statement of 5PAISA CAPITAL 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 and the Statement of Cash
Flows for the year ended on that date and notes to the financial
statements, including a summary of 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 (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, 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 (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 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 audit opinion on the Standalone
Financial Statements.

Emphasis of Matters

We draw attention to Note 43 to the accompanying financial
statements, describing the search conducted by Income-Tax
authorities ('the department') at the premises of the Company.
The Company has not received any communication from the
department regarding the outcome of the search. Hence,
the consequent impact on the financial statements, if any, is
not ascertainable.

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.

When we read the Director's report and Management Discussion
and Analysis report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter
to those charged with governance as required under SA 720 'The
Auditor's responsibilities Relating to Other Information'.

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

These Standalone financial statements have been prepared on
the basis of the standalone annual financial statements of the
Company. 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 net profit and other comprehensive income and
other financial information of the Company in accordance with
the Ind AS and other accounting principles generally accepted
in India. 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.

In preparing the 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 Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statement 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:

• 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 system 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 ability of the Company 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 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.

• Obtain sufficient appropriate audit evidence regarding
the Standalone Financial Statements of the Company to
express an opinion on 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 the Companies (Auditor's Report) Order,
2020 ("the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in "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:

(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.

(c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, 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 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) 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 B”.

(g) 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 managing
director during the year is in accordance with the
provisions of section 197 of the Act.

(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, 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 financial statements- Refer Note No 30 of
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- Refer Note No 42(c) of the Standalone
Financial Statements;

(iii) There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company- Refer Note No
42(d) of the Standalone Financial Statements;

(iv) (a) The management has represented that,

to the best of its knowledge and belief,
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 or entity, including
foreign entity ("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 No 42(a) of the Standalone
Financial Statements;

(b) The management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity, including
foreign entity ("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 No 42(b) of the Standalone
Financial Statements; and

(c) In our opinion and based on the audit
procedures, we have 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 neither declared nor paid any
dividend during the year.

(vi) Based on our examination which included test
checks and in accordance with requirements
of implementation Guide on Reporting on Audit
Trail under Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014, the Company has used
accounting software for maintaining its books
of accounts 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.

Further audit trail has been preserved by the
company as per the statutory requirements for
record retention and during the course of our
audit we did not come across any instance of
audit trail feature being tampered with.

For V. Sankar Aiyar & Co.,

Chartered Accountants
(FRN 109208W)

Asha Patel

Partner

(M.No.166048)

UDIN no.: 25166048BMKNNR3756

Place: Mumbai
Date: May 01, 2025