We have audited the accompanying standalone financial
statements of Zee Learn Limited ("the Company"), which
comprise the balance sheet as at 31 March 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 (herein after referred to as "standalone
financial statements").

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 matters described in the 'Basis for
qualified opinion' section of our report, 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 accounting principles generally
accepted in India, including the Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015,
as amended, of the state of affairs of the Company as at 31
March 2025, and its profit (including other comprehensive
income), changes in equity and its cash flows for the year
ended on that date.

2. Basis for qualified opinion

a) As stated in note 57(a) of the standalone financial
statements, Yes Bank Limited (YBL) had invoked the
Corporate Guarantee issued by the Company and
its subsidiary i.e. Digital Ventures Private Limited
(DVPL) upon non-repayment of credit facilities (during
COVID-19 pandemic) availed by Four Trusts/entity, and
called upon the Company and DVPL to make payment
of an amount of H 44,962.56 lakhs (including interest
and other charges upto 31 July 2021). As further stated
in the said note, the Company and DVPL had received
notices from YBL regarding filing of petitions under
Section 7 of the Insolvency and Bankruptcy Code,
2016 (IBC) to initiate Corporate Insolvency Resolution
Process (CIRP) of the Company and DVPL (as corporate
guarantors) before the Hon'ble National Company
Law Tribunal ("NCLT"), Mumbai. Also as stated in the
said note, YBL vide its letters dated 30 December
2022 had informed the Company and DVPL that it had
assigned and transferred the above credit facilities

to J.C. Flowers Asset Reconstructions Private Limited
(J.C.Flowers) and the amount outstanding therein as
at 30 November 2022 was H 52,254.63 lakhs (including
interest and penal charges). As further explained in
the said note, on 10 February 2023 the Hon'ble NCLT,
Mumbai, admitted the application filed by YBL against
the Company and ordered the commencement of
the CIRP under the IBC. However, an appeal was filed
before the Hon'ble National Company Law Appellate
Tribunal ("NCLAT") by the Company and the Hon'ble
NCLAT vide its order dated 16 February 2023 set
aside the impugned order dated 10 February 2023
passed by the Hon'ble NCLT and disposed off the
appeal in accordance with law. As further explained in
the said note, subsequently J.C. Flowers filed Special
Leave Petition (SLP) in the Hon'ble Supreme Court
for setting aside of the final order dated 16 February

2023 passed by the Hon'ble NCLAT. On 29 March
2023, the Hon'ble Supreme Court allowed the SLP and
stayed the further proceedings of the Hon'ble NCLT
and the matter is currently pending for hearing before
the Hon'ble Supreme Court. However, in respect of
petition filed by J.C. Flowers under Section 7 of the IBC
to initiate CIRP proceedings against DVPL, the same
was dismissed as withdrawn by the Hon'ble NCLT. As
further stated in the said note, on 7 August 2023, the
Company, DVPL along with four trusts/entity entered
into settlement agreement with J.C. Flowers to settle
the above corporate guarantee obligation with respect
to loans borrowed by the said four trusts/entity. As
per the terms of the settlement agreement, Company,
DVPL along with four trusts/entity had agreed to
settle the above Corporate Guarantee obligation
for H 28,500 lakhs (to be paid jointly and severally
by Company, DVPL along with four trusts/entity)
pursuant to which the Corporate Guarantee obligation
and other securities created by Company and DVPL
will be released by J.C. Flowers on receipt of the said
settlement amount. The said settlement agreement
became effective during the quarter ended 31 March

2024 and accordingly, during the quarter ended 31
March 2024, the Company had provided H 28,573.12
lakhs including interest (net of H 400 lakhs paid by said
trusts/entity) towards Corporate Guarantee obligation
as per the said settlement agreement and the same
was shown as recoverable from four trusts/entity as at
31 March 2024 under "other current financial assets".
The timelines for payment of the said settlement
amount had time to time been extended byJ.C. Flowers
alongwith payment of applicable interest till 30 May
2024 and the Company/DVPL along with four trusts/

entity further requested J.C. Flowers for extension of
time till 30 June 2024 and 15 August 2024 for which
confirmation from J.C. Flowers was awaited. However,
the Company received letter dated 11 October 2024
from J.C. Flowers intimating termination of the said
settlement agreement and further informing that
all terms set out in the Financing document shall
continue in full force and effect and all amounts
paid under settlement agreement shall be adjusted
towards repayment of the outstanding credit facilities
of four trusts/entity as if the settlement agreement
had never been executed. Further, J.C.Flowers and
Assets Care & Reconstruction Enterprise Limited
(ACRE) vide their respective communications dated
31 October 2024 informed the Company that such
outstanding credit facilities of four trusts/entity of H
62,481.28 lakhs (as on 11 October 2024) have been
assigned and transferred by J.C. Flowers to ACRE. In
view of above, during the quarter/half year ended 30
September 2024, the Company had provided further
liability of H 36,712.34 lakhs (in addition to liability
already provided till 30 June 2024 of H 25,768.94 lakhs)
and the corresponding amount was recoverable
from four trusts/entity, and the total amount
recoverable from four trusts/entity was H 66,303.83
lakhs (including amount recoverable of H 29,591.49
lakhs as at 30 June 2024) as at 30 September 2024.
Further, vide Supplemental Facilities Agreement dated
15 November 2024, the Company, DVPL along with
four trusts/entity and other entities forming part of
the promoter and promoter group have agreed upon
certain additional conditions with ACRE in respect of
the outstanding credit facilities availed by four trusts/
entity, the outstanding amount (including interest) of
which is H 63,436.19 lakhs (net of H 2,550 lakhs paid
during the year by the Company and four trusts/
entity) as at 31 March 2025 and the total amount
recoverable (including interest) from four trusts/entity
is H 69,458.74 lakhs (including amounts paid by the
Company till 31 March 2025) as at 31 March 2025 and
the same is disclosed under "other current financial
assets". In furtherance to the said Supplemental
Facilities Agreement, a few entities forming part of the
promoter and promoter group have also created and
extended security on their assets (in addition to their
security arrangement for their existing indebtedness
with ACRE and existing security provided by the
Company, DVPL along with four trusts/entity) to the
satisfaction of ACRE for abovementioned outstanding
credit facilities. Pursuant to the execution of the said
Supplemental Facilities Agreement, the management
strongly believes that the above outstanding credit
facilities of four trusts/entity will be paid to ACRE
through various steps including monetization of
assets of DVPL along with four trusts/entity and other
security providers. In view of above, management is
of the opinion that the amount of H 69,458.74 lakhs

receivable from four trusts/entity as at 31 March 2025
is good and recoverable.

However, in terms of Ind AS 109 "Financial Instruments"
the Company has not carried out assessment of
impairment of the recoverable amount of H 69,458.74
lakhs from four trusts/entity as at 31 March 2025.
In the absence of assessment of impairment of the
recoverable amount of H 69,458.74 lakhs, we are
unable to comment upon adjustments, if any, required
on the profits (including other comprehensive income)
for the year ended 31 March 2025 and the financial
position of the Company as at 31 March 2025.

b) As stated in note 52 of the standalone financial
statements, during the financial year 2021-22, one of
the subsidiaries viz. Digital Ventures Private Limited
(DVPL) had defaulted in repayment of loans availed
from two Lenders. In this regard, one of the Lenders
i.e. Axis Bank Limited vide its notice dated 14 February
2022 issued to the Company had invoked the Corporate
Guarantee issued by the Company on behalf of DVPL,
and called upon the Company to make payment of
an amount of H 9,162 lakhs outstanding as at 30 June
2021 with further interest w.e.f. 01 July 2021 as per
the terms of the sanction letters. As further stated in
the said note, during the financial year 2022-23, the
Company had also received notice from the other
Lender invoking the Corporate Guarantee issued by
the Company on behalf of DVPL, and called upon the
Company to make payment of an amount of H 2,299.59
lakhs outstanding as at 30 June 2021. As further stated
in the said note, during the previous year, the Company
(as corporate guarantor) and DVPL (as corporate
debtor) had received notices dated 21 December 2023
and 28 November 2023 respectively from Axis Bank
Limited, regarding filing of petitions under Section 7
of the Insolvency and Bankruptcy Code, 2016 (IBC) to
initiate Corporate Insolvency Resolution Process (CIRP)
of the Company and DVPL before the Hon'ble National
Company Law Tribunal (NCLT), Mumbai, which was
pending for admission. Further, on 19 November 2024,
the Hon'ble NCLT, Mumbai admitted the application
filed by Axis Bank Limited against DVPL and ordered
the commencement of CIRP of DVPL and appointed
an Interim Resolution Professional (IRP). However, an
appeal was filed before the Hon'ble National Company
Law Appellate Tribunal ("NCLAT") by DVPL and the
Hon'ble NCLAT vide its order dated 02 December 2024
directed that no further steps shall be taken by the IRP
in pursuance of impugned order dated 19 November
2024 passed by the Hon'ble NCLT and that agreed cut
back arrangement of 20% to continue with Axis Bank
Limited. Further, during the quarter ended 31 March
2025, Axis Bank Limited entered into an assignment
agreement dated 28 March 2025 with Assets Care &
Reconstruction Enterprise Limited (ACRE) assigning

the total credit facility of H 13,008 lakhs (including
interest) outstanding as on 20 March 2025 (H 13,021.19
lakhs as on 31 March 2025) in respect of the financial
facility granted by Axis Bank Limited to the Corporate
Debtor from time to time along with all rights, benefit
and obligations thereunder to ACRE. Pursuant to the
Supplemental Facilities Agreement (Refer note 57 of
the standalone financial statements) entered by the
Company, DVPL along with four trusts/entity with ACRE,
the management of the Company strongly believes that
the above outstanding credit facility of DVPL will be paid
to ACRE through various steps including monetization
of assets of DVPL along with four trusts/entity. In view
of above, the management is of the opinion that no
liability is required to be provided by the Company as
at 31 March 2025.

Despite invocation of the Corporate Guarantees and
further initiation of CIRP proceedings against DVPL
before the Hon'ble NCLT and other matters as stated
above, the Company has not provided for liability
against the above Corporate Guarantee obligations as
at 31 March 2025 as required by the applicable Indian
Accounting Standards (Ind AS). Further, in the absence
of sufficient and appropriate evidence to corroborate
management's conclusion on the non-recognition
of the liability, we are unable to comment upon
adjustments, if any, required on the profits (including
other comprehensive income for the year ended 31
March 2025 and the financial position of the Company
as at 31 March 2025.

c) As stated in note 43 of the standalone financial
statements, the Company has investments in its
wholly owned subsidiary viz Digital Ventures Private
Limited (DVPL) in the form of Equity shares, Convertible
Debentures and Preference shares (including
redemption premium) of H 45,078.10 lakhs, loan
and receivables of H 11,377.05 lakhs aggregating to H
56,455.15 lakhs as at 31 March 2025. As further stated in
the said note, considering ongoing proceedings against
DVPL w.r.t Corporate Insolvency Resolution Process
(CIRP) under Section 7 of the Insolvency and Bankruptcy
Code, 2016 (IBC) before the Hon'ble National Company
Law Tribunal (NCLT) Mumbai, the Company, out of
abundant caution and prudent accounting practices,
had provided H 21,927.05 lakhs towards impairment
of its loan and investments (including redemption
premium) in DVPL till 31 March 2024. Further on 19
November 2024, the Hon'ble NCLT, Mumbai admitted
the application filed by Axis Bank Limited against DVPL
and ordered the commencement of CIRP of DVPL and
appointed an Interim Resolution Professional (IRP).
However, an appeal was filed before the Hon'ble
National Company Law Appellate Tribunal ("NCLAT") by
DVPL and the Hon'ble NCLAT vide its order dated 02

December 2024 directed that no further steps shall be
taken by the IRP in pursuance of the impugned order
dated 19 November 2024 passed by the Hon'ble NCLT
(Refer note 52 of the standalone financial statements).
As further stated in the said note, the Company has
provided Rs.140 lakhs towards impairment of its
investment for the year ended 31 March 2025, and the
management believes that no additional provision/
impairment is required to be made as on 31 March
2025 and accordingly considers the net outstanding
amount of H 34,388.10 lakhs, as at 31 March 2025 as
good and recoverable.

DVPL had defaulted in repayment of its loans availed
from two lenders and w.r.t. the said loans, the lenders
had invoked the Corporate guarantees given by the
Company on behalf of DVPL and further petitions have
been filed by one of the lenders i.e. Axis Bank Limited
against the Company and DVPL initiating CIRP under
Section 7 of the IBC before the Hon'ble NCLT, Mumbai,
of which application has been admitted by the Hon'ble
NCLT, Mumbai vide its order dated 19 November 2024
for commencement of CIRP of DVPL and appointment
of the IRP (Refer note 52 of the standalone financial
statements). Accordingly, owing to above events
and uncertainties, and further in the absence of
sufficient and appropriate evidence to corroborate
the management's assessment of impairment/
recoverability of its net investments/receivables of H
34,388.10 lakhs from DVPL as at 31 March 2025, we are
unable to comment on the appropriateness of the net
carrying value of its investments and recoverability of
receivables from DVPL amounting to H 34,388.10 lakhs
as at 31 March 2025 and its consequential impact on
the profits (including other comprehensive income)
for the year ended 31 March 2025 and the financial
position of the Company as at 31 March 2025.

Our opinion on the audited standalone financial
statements for the previous year ended 31
March 2024 was also qualified in respect of the
matters stated above.

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs) prescribed 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 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 we have obtained is sufficient
and appropriate to provide a basis for our qualified
audit opinion on the standalone financial statements.

3. Material Uncertainty relating to Going
Concern

As stated in note 46 of the standalone financial statements,
the Company and one of the subsidiary company viz. Digital
Ventures Private Limited (DVPL) had received notices from
three lenders for invocation of corporate guarantees and
two of the lenders had also initiated Corporate Insolvency
Resolution Process (CIRP) against the Company (as
Corporate guarantor) and DVPL (Corporate guarantor/
Corporate debtor) (Refer note 52 and 57 of the standalone
financial statements). As further stated in the said note, the
settlement agreement, which was entered by the Company,
DVPL along with four trusts/entity with J.C. Flowers during
the previous year to settle the corporate guarantee
obligation of the Company and DVPL, was terminated during
the quarter ended 31 December 2024 and accordingly the
amount payable against the said corporate guarantee
obligation as at 31 March 2025 is H 63,436.19 lakhs (Refer
note 57 of the standalone financial statements). As also
stated in the said note, the Company and DVPL alongwith
four trusts/entity entered into Supplemental Facilities
Agreement with Assets Care & Reconstruction Enterprise
Limited (ACRE) to pay the above amount of H 63,436.19
lakhs through various steps including monetization of
assets of DVPL along with four trusts/entity (Refer note 57
of the standalone financial statements). As further stated
in the said note, during the quarter ended 31 March 2025,
Axis Bank Limited entered into an assignment agreement
dated 28 March 2025 with ACRE assigning the total credit
facility of H 13,008 lakhs (including interest) outstanding as
on 20 March 2025 (H 13,021.19 lakhs as on 31 March 2025)
in respect of financial facility granted by Axis Bank Limited
to DVPL from time to time along with all rights, benefit

and obligations thereunder to ACRE (Refer note 52 of the
standalone financial statements). Also, the current liabilities
of the Company exceeded its current assets as at 31 March
2025 resulting in negative working capital. These events
indicate the existence of material uncertainty that may cast
significant doubt on the Company's ability to continue as
a going concern. However, as stated in the said note, the
Company strongly believes that the total amounts payable
to ACRE under the Supplemental Facilities Agreement will
be settled through various steps including monetization
of assets of DVPL along with four trusts/entity. As further
stated in the said note, the Company's business plan for
next financial year, as approved by the Board of Directors,
exhibits higher growth in revenues and profits thereby
increasing operational cash flows. Considering that the
total amounts payable to ACRE under the Supplemental
Facilities Agreement will be settled through various steps
including monetization of assets of DVPL along with four
trusts/entity and also considering the Company's business
plan for the next financial year, the standalone financial
statements have been prepared on a going concern basis.

Our opinion is not modified in respect of the above matter.

4. 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 year ended 31
March 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.

In addition to the matters described in the "Basis for
qualified opinion" and "Material uncertainty relating to
going concern" paragraphs above, we have determined the
matters described below to be the key audit matters to be
communicated in our report.

5. 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 Management Discussion and
Analysis, Board's Report including Annexures to Board
Report but does not include the standalone financial
statements and our auditor's report thereon. The 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 in the audit or otherwise appears to be
materially misstated.

When we read the other information, if we conclude
that there is a material misstatement therein, we will
communicate the matter to those charged with governance.

6. Management'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 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 Indian Accounting
Standards (Ind AS) prescribed 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 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 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
management and Board of Directors of the Company 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 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.

7. 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 system 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 management.

• Conclude on the appropriateness of the
management's/Board of Directors' 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.

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.

8. Report on other Legal and Regulatory
requirements

I. As required by the Companies (Auditor's Report) Order,
2020, issued by the Central Government of India in
terms of Section 143(11) of the Act ("the Order"), and
on the basis of such checks of the books and records
of the Company as we considered appropriate and
according to the information and explanations given
to us, we give in the "Annexure A”, a statement on
the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

II. As required by Section143(3) of the Act, we report that:

a) We have sought and except for the possible
effects of the matters described in the 'Basis for
qualified opinion' paragraph, obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit;

b) Except for the possible effects of the matters
described in the 'Basis for qualified opinion'
section, 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),
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) Except for the possible effects of the matters
described in the 'Basis for qualified opinion'
paragra ph, in our opinion, the aforesaid
standalone financial statements comply with
the Indian Accounting Standards specified
under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

e) The matters described in the 'Basis for qualified
opinion' paragraph above, in our opinion,
may have an adverse effect on the functioning
of the Company;

f) On the basis of written representations received
from the directors of the Company as on 31
March 2025 and taken on record by the Board
of Directors, none of the directors is disqualified
as on 31 March 2025 from being appointed as a
director in terms of Section 164 (2) of the Act;

g) The qualifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the 'Basis for qualified opinion'
paragraph above;

h) With respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate Report
in "Annexure B”. Our report expresses a
qualified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls over financial reporting for the reasons
stated therein;

i) With respect to 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.

j) 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;

ii. The Company did not have any long-term
contracts including derivative contracts
having any material foreseeable losses; and

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 31 March 2025;

iv. (a) The Management has represented
that, to the best of its knowledge and
belief as disclosed in note 59(a) of
the standalone financial statements,
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 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;

(b) The Management has represented,
that, to the best of its knowledge
and belief as disclosed in note
59(b) of the standalone financial
statements, no funds (which are
material either individually or in the
aggregate) 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;

(c) Based on the 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
under (a) and (b) above, contain any
material misstatement.

v. No dividend has been declared or paid
by the Company during the financial year
covered by our audit.

vi. Based on our examination which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended 31 March 2025 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 (Refer Note 62 to the standalone
financial statements). Further, during the
course of our audit we did not come across
any instance of the audit trail feature being

tampered with. Additionally, the audit
trail has been preserved by the Company
as per the statutory requirements for
record retention.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

Firm Registration Number 102860W/W100089

Nitin Jain

Partner

Membership Number 215336

Mumbai, 15 May 2025

UDIN: 25215336BMOJZS1918