We have audited the accompanying standalone financial
statements of FSN E-Commerce Ventures 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 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 accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, its profit including other
comprehensive loss, 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 '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 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 matter 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 this matter. 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
matter below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

Information Other than the 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 Annual report ('Other Information') 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 such
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 are required to communicate
the matter to those charged with governance and determine the
actions under the applicable laws and regulations.

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 true and 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 (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 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 alternative but to do so.

Those Board of Directors are 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:

• I dentify 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 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.

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 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 of India in
terms of sub-section (11) 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
appears from our examination of those books except
for the matters stated in the paragraph (i)(vi) below
on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the statement of Other Comprehensive
Income, the Cash Flow Statement and Statement
of 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 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 these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure 2”
to this report;

(g) 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;

(h) 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 (i)(vi) below on
reporting under Rule 11(g);

(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 the financial
statements - Refer Note 46B 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;

(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 54 (v) 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 person or entity, 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;

(iv) (b) The Management has represented that,
to the best of its knowledge and belief,
as disclosed in the note 54 (vi) to the
standalone financial statements, no funds
have been received by the Company from
any person or entity, 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

(iv) (c) Based on such audit procedures that were

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 various accounting
softwares for maintaining its books of account
which have a feature of recording audit trail (edit