Auditor Report of Affle 3I Ltd.

Mar 31, 2025

1. We have audited the accompanying
standalone financial statements of Affle 3i
Limited (formerly known as Affle (India)
Limited) (‘the Company''), which comprise the
Standalone Balance Sheet as at 31 March 2025,
the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the
Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity
for the year then ended, and notes to the
standalone financial statements, including
material accounting policy information and
other explanatory information.

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

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing 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 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 opinion.

Key Audit Matter

4. 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, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.

5. We have determined the matter described
below to be the key audit matter to be
communicated in our report.

Key audit matters	How our audit addressed the key audit matter
1. Revenue recognition and recoverability of trade receivables and contract assets (refer note 2(xii) for the accounting policy and note 20 for disclosures of the accompanying standalone financial statements)
The Company derives its revenue mainly through	Our audit procedures in relation revenue recognition
consumer platform from rendering mobile	of	revenue, recoverability of trade receivables and
advertising services using a network of publishers.	contract assets included, but were not limited to, the
The company recognises revenue from its	following:
customers upon satisfaction of its performance	•	Understood the nature of revenue transactions,
obligation, i.e., at the time of delivery of		revenue recognition process and the processes
advertisement or license in accordance with the		implemented by management over the
principles of Ind AS 115, Revenue from Contracts		recognition and the measurement of impairment
with Customers (‘Ind AS 115'').		of the trade receivables and contract assets;
Revenue, being one of the key performance	•	Evaluated the design and tested operating
indicators of the Company and its external		effectiveness of key controls around revenue
stakeholders, is subject to high inherent risk		recognition and measurement of impairment on
of material misstatement, and is therefore		the trade receivables and contract assets ;
determined to be an area involving significant		Performed substantive testing on selected
risk in line with the requirements of the Standards
on Auditing which required significant auditor		the year, and transactions recorded during
attention.		specific period before and after year end, by
Considering the above along with the significance		inspecting the supporting documents including
of amount, volume of transactions, varied terms		contractual terms and conditions, release
of contracts with customers and reconciliations of		order from customers, delivery documents in
billing data with the customer, we have identified		the form of email confirmation and tested the
revenue recognition as a key audit matter for the		reconciliation of service provided to the customer
current year audit.		with the amount of invoice raised;
Further, the Company has a significant balance of	•	Tested unusual non-standard journal entries
trade receivables and contract assets amounting		impacting revenue, selected based on
to INR 2,716.54 million as at 31 March 2025. Trade		risk-based criteria;
receivables and contract assets comprise of	•	Obtained and tested the ageing of contract assets
receivables from new age companies which
involve large unicorns as well as early stage start-
ups. The Company determines the allowance	•	Obtained direct confirmation of trade receivables
for credit losses on the basis of its assessment		and performed other alternate procedures
of recoverability of specific customers and on		including testing of invoice, customer purchase/
the basis of expect credit loss model for the		release order and subsequent collection of
remaining customers in accordance with Ind		invoices for the confirmations not received;
AS 109, Financial Instruments which involves	•	Traced receipts after year end back to accounts
significant judgements and assumptions		receivable as of the balance sheet date;
including assessing credit risk, timing and	•	Tested the accuracy of management computation
amount of realisation.		of the allowance for expected credit loss
Considering the significance of carrying values		prepared in accordance with the requirements of
of trade receivables and judgments involved in		Ind AS 109; and
assessing recoverability of trade receivables and	•	Evaluated the appropriateness and adequacy
contract assets and computing the expected		of disclosures made in the standalone financial
credit losses, this matter has been considered as		statements in accordance with the applicable
a key audit matter to our audit.		financial reporting framework.

Information other than the Standalone
Financial Statements and Auditor’s Report
thereon

6. The Company''s Board of Directors are
responsible for the other information. The
other information comprises the information
included in the Annual Report, but does not
include the standalone 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 standalone financial
statements does not cover the other
information and we will 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 Annual Report, if we
conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance.

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

7. The accompanying standalone financial
statements have been approved by the
Company''s Board of Directors. The Company''s
Board of Directors are 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 Ind AS specified under
section 133 of the Act 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.

8. 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 Board of
Directors either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.

9. 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

10. 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
Standards on Auditing 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.

11. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of
the Act we exercise professionaljudgment 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;

• Eva luatetheappropriatenessof accounting
policies used and the reasonableness
of accounting estimates and related
disclosures made by management;

• Conclude on the appropriateness of 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; and

• 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.

12. 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.

13. 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.

14. 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

15. As required by section 197(16) of the Act, based
on our audit, we report that the Company has
paid remuneration to its directors during the
year in accordance with the provisions of and
limits laid down under section 197 read with
Schedule V to the Act.

16. 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 give in the
Annexure I a statement on the matters
specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

17. Further to our comments in Annexure II,
as required by section 143(3) of the Act
based on our audit, 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 purpose of our
audit of the accompanying standalone
financial statements;

b) Except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended), 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 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 Ind AS
specified under section 133 of the Act;

e) On the basis of the written representations
received from the directors 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;

f) The reservation relating to the
maintenance of accounts and other
matters connected therewith are as stated
in paragraph 18(b) above on reporting
under section 143(3)(b) of the Act and
paragraph 18(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
as on 31 March 2025 and the operating
effectiveness of such controls, refer
to our separate report in Annexure
II wherein we have expressed an
unmodified opinion; and

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 (as
amended), in our opinion and to the best
of our information and according to the
explanations given to us:

i. The Company, as detailed in note
31 (b) to the standalone financial
statements, has disclosed the impact
of pending litigation(s) on its financial
position as at 31 March 2025;

ii. The Company did not have any long¬
term contracts including derivative
contracts for which there were
any material foreseeable losses as
at 31 March 2025;

iii. There were no amounts which were
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
41 (v) to the standalone financial
statements, no funds have been
advanced or loaned or invested
(either from borrowed funds or
securities premium or any other
sources or kind of funds) by the
Company to or in any person(s)
or entity(ies), including foreign
entities (‘the 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 (‘the Ultimate
Beneficiaries'') or provide any
guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented
that, to the best of its knowledge
and belief, as disclosed in note
41 (vi) to the standalone financial
statements, no funds have been
received by the Company from
any person(s) or entity(ies),
including foreign entities (‘the
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 as considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the management
representations under sub¬
clauses (a) and (b) above contain
any material misstatement.

v. The Company has not declared or
paid any dividend during the year
ended 31 March 2025.

vi. As stated in Note 43 to the standalone
financial statements and based on
our examination which included test
checks, the Company, in respect of
the financial years commencing on
1 April 2024, has used an accounting
software which is operated by a third-
party software service provider for
maintaining its books of account
which has a feature of recording audit
trail facility and the same has been
operated throughout the year for all
relevant transactions recorded in the

software at the application level. In
absence of an ‘Independent Service
Auditor''s Assurance Report on the
Description of Controls, their Design
and Operating Effectiveness'' (‘Type 2
report'' issued in accordance with SAE
3402, Assurance Reports on Controls
at a Service Organization), we are
unable to comment on whether audit
trail feature of the said software was
enabled and operated throughout
the year for all relevant transactions
or whether there were any instances
of audit trail feature being tampered
with at the database level. The audit
trail has been preserved at the
application level by the Company
as per the statutory requirements
for record retention. Further, due to
absence of the Type 2 report, we are
unable to comment on preservation
of audit trail at the database level.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Ashish Gupta
Partner

Membership No.: 504662
UDIN: 25504662BMOOET1692
Place: Gurugram
Date: 10 May 2025

---

Mar 31, 2024

1. We have audited the accompanying standalone financial statements of Affle (India) Limited (‘the Company''), which comprise the Balance Sheet as at March 31, 2024 the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. 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 (‘Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing 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 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 opinion.

Key Audit Matter

4. 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How our audit addressed the key audit matter
1. Revenue recognition and recoverability of trade receivables and contract assets (refer note
2(xii) for the accounting policy and note 18 for disclosures of the accompanying standalone financial statements)
The Company derives its revenue mainly	Our audit procedures to assess the recognition
from rendering of mobile advertising services	of revenue and recoverability of trade receivables
using a network of publishers. The Company	and contract assets included the following:
recognises revenue from its customers at	• Obtained an understanding of the systems,
the time of delivery of advertisement. We	processes and control implemented for
identified revenue recognition as a key audit matter because revenue is one of the	recognition of revenues;
Company''s key performance indicators and	• Tested the operating effectiveness of the
there is an inherent risk around the accuracy	controls related to revenues and associated
of revenue recorded which is dependent upon	receivables and contract assets; and
reconciliations of billing data as per Company	• For a sample of transactions, we performed
records with those of customer.	the following procedures:
Further, the Company has a significant	• assessed the supporting documents
balance of trade receivables and contract	including contractual terms and
assets amounting to INR 2,546.08 million as at	conditions, release order from customers,
March 31,2024. The Company has determined	delivery documents in the form of
the allowance for credit losses based on past	email confirmation.
experience and adjusted to reflect current	• tested the reconciliation of service
and estimated future economic conditions.	provided to the customer with the amount
Accordingly, considering the significance	of invoice raised.
of carrying values of trade receivables and	• performed testing of transactions at year-
judgments involved in assessing recoverability	end to confirm whether revenue was
of trade receivables and contract assets and calculating the expected credit losses, this	recognized in its proper accounting period.
matter has been considered as a key audit	• Obtained an understanding of the systems,
matter to our audit.	processes and controls implemented for recording allowance for credit losses; • Tested the ageing of contract assets and trade receivables for a sample of invoices; • Obtained direct confirmation of trade receivables and performed other alternate procedures which included testing of invoice, testing of customer purchase/release order and subsequent collection of invoices for the confirmations not received; • Traced receipts after year end back to accounts receivable as of the balance sheet date; • Tested the management computation of the allowance for expected credit loss in accordance with the requirements of Ind AS 109; • Evaluated the appropriateness and adequacy of disclosures made in the standalone financial statements with respect to revenue in accordance with the requirements of applicable financial reporting framework.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statement 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.

The Annual Report and Director''s Report are not made available to us at the date of this auditor''s report. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are 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 Ind AS specified under section 133 of the Act 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.

8. 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. 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

10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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.

11. As part ofan audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

OTHER MATTER

15. The standalone financial statements of the Company for the year ended March 31, 2024 were audited by the predecessor auditor, S.R Batliboi & Associates LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated May 13, 2023.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

16. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

17. 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 give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure II, as required by section 143(3) of the Act based on our audit, 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 purpose of our audit of the accompanying standalone financial statements;

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 paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c) 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 Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 18 (h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 29 (b) to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2024.;

ii. the Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024;

iv. a. The management has represented

that, to the best of its knowledge and belief, on the date of this audit report as disclosed in note 39(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the 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 (‘the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, on the date of this audit report as disclosed in note 39 (vi) to the standalone financial statements, no funds have been received by the Company from any

person(s) or entity(ies), including foreign entities (‘the 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 as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended March 31, 2024.

vi. As stated in Note 41 to the standalone financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on April 01,2023, has used an accounting

software for maintaining its books of account which is operated by a third party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the ‘Independent Service Auditor''s Report on Controls relevant to Security, Availability and Confidentiality (‘Type 2 report'' issued in accordance with ISAE 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information)'', we are unable to comment on whether audit trail

feature with respect to the database of the said software was enabled and operated throughout the year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662 UDIN: 24504662BKGECX6993

Place : New Delhi Date : May 24, 2024

---

Mar 31, 2023

AFFLE (INDIA) LIMITEDReport on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Affle (India) Limited (“the Company”), which comprise the Balance sheet as at March 31 2023, 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 significant 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, 2023, its profit 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 ''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.

Emphasis of Matter

We draw your attention to note 38.1 to the standalone financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to INR 59.24 million as on March 31, 2023 as prescribed under court scheme instead of using pooling of interest method as prescribed under Ind AS 103 Business Combinations as the approved court scheme will prevail over applicable accounting standard.

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 standalone financial statements for the financial year ended March 31, 2023. 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.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition and recoverability of trade receivables and contract assets (as described in Note 10 and
18 of the standalone financial statements)
The Company derives its revenue mainly from	Our audit procedures included the following, amongst
rendering of mobile advertising services using a	others:
network of publishers. The Company recognizes revenue from its customers at the time of delivery	•	We obtained an understanding of the systems,
of advertisement. We identified revenue recognition		processes and controls implemented by the
as a key audit matter because revenue is one of the		Company for recording revenues.
Company''s key performance indicators and there	•	We have tested the operating effectiveness of
is an inherent risk around the accuracy of revenue		the controls related to revenues and associated
recorded which is dependent upon reconciliations of		receivables and contract assets.
billing data as per Company''s records with those of	•	For a sample of transactions we performed the
customer.		following procedures: a. assessed the supporting documents including
Further, the Company has a significant balance of		inspection of contractual terms and conditions,
trade receivables and contract assets amounting to		release order from customers, delivery
INR 1,495.59 million as at March 31, 2023. The Company		documents in the form of email confirmation,
has determined the allowance for credit losses based		b. tested the reconciliation of service provided to
on past experience and adjusted to reflect current		the customer with the amount of invoice raised.
and estimated future economic conditions.	•	We assessed the Company''s accounting policies relating to revenue recognition.
Due to significance of carrying values of trade receivables and contract assets and judgments	•	Our audit procedures on the carrying value of
involved in assessing recoverability of trade		trade receivables and contract assets, included
receivables and contract assets and calculating the expected credit losses, this matter was considered		the following, amongst others:
key audit matter to our audit.	•	We obtained an understanding of the systems, processes and controls implemented by the Company for recording allowance for credit losses.
	•	We tested the ageing of contract assets and trade receivables for a sample of invoices;
	•	We obtained direct confirmation of trade receivables and performed other alternate procedures which included testing of invoice, testing of customer purchase/release order and subsequent collection of invoices for the confirmations not received
	•	We tested billings and receipts after year-end.
	•	We examined the Company''s assessment of recoverability basis historical payment patterns and macroeconomic information.
	•	We tested the management computation of the allowance for credit loss.

Key audit matters How our audit addressed the key audit matter Internally generated intangible assets (as described in Note 4 of the standalone financial statements)
The Company recognizes internally generated intangible assets i.e. software and application platform amounting to INR 153.01 million. Initial recognition is based on assessing each project in relation to specific recognition criteria that needs to be met for capitalization. The assessment involves management judgment on matters such as technical feasibility, intention and ability to complete the development of such intangible asset, ability to use or sell the asset, generation of future economic benefits and the ability to measure costs reliably. Due to the materiality of the assets recognized and the level of management judgement involved being significant, initial recognition and measurement of internally generated intangible assets is a key audit matter.	Our audit procedures included the following, amongst others: • We assessed the management process and procedures related to initial recognition criteria for intangible assets, allocation of budgets, measurement of time recorded on development and establish the basis for capitalization. • We tested the amount capitalized from the underlying records and information for expenses; • We performed inquires with management regarding key assumptions used and estimates made in capitalizing development costs and assessed those assumptions and estimates. • We also considered the useful economic life attributed to the assets.
Impairment of goodwill and other intangible assets (as described in Note 2(x) of the standalone financial statements)
The Company holds significant amounts of goodwill and intangible assets arising from business combinations and including self-generated and other intangibles, on the balance sheet amounting to INR 288.43 million. Accounting Standard (''Ind AS'') 36, “Impairment of Assets requires management to test the goodwill for impairment as part of the non-current assets of (groups of) Cash Generating Unit (“CGUs”) to which it is allocated, both annually and if there is a trigger for testing. Such goodwill and other intangible assets are tested for impairment using discounted cash-flow model of the CGU''s recoverable value compared to the carrying value of the assets. A deficit between the recoverable value and the CGU''s net assets would result in impairment. The impairment tests were a key audit matter due to the significant judgements and assumptions made by management which are affected by uncertainties around future market or economic conditions.	Our audit procedures on impairment test included the following, amongst others: • We assessed the key information used in determining the valuation including the weighted average cost of capital, cash flow forecasts and the implicit growth. • We assessed the Company''s valuation methodology applied in determining the value in use; • We assessed the assumptions used in the cash flow forecasts including discount rates, expected growth rates and terminal growth rates used; • We assessed historical accuracy of management''s budgets and forecasts by comparing them to actual performance; • We assessed the recoverable value headroom by performing sensitivity testing of key assumptions used; • We tested the arithmetical accuracy of the models; • We also assessed the disclosures given in the standalone financial statements for compliance with disclosure requirements under the accounting standards.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon.

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 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 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:

• 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 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 alsoprovide 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, 2023 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 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 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, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 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, 2023 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. 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 30(b) 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, 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;

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 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. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S.R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Nikhil Aggarwal Partner

Membership Number: 504274

UDIN: 23504274BGXRFC5791

Place of Signature: Gurugram Date: May 13, 2023

---

Mar 31, 2022

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.

AFFLE (INDIA) LIMITEDOpinion

We have audited the accompanying standalone financial statements of Affle (India) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2022, 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 financial statements, including a summary of significant 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, 2022, its profit 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 ''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.

Emphasis of Matter

We draw your attention to note 38.1 to the financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to INR 59.24 million as on March 31, 2022 as prescribed under court scheme instead of using pooling of interest method as prescribed under Ind AS 103 Business Combinations as the approved court scheme will prevail over applicable accounting standard.

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 standalone financial statements for the financial year ended March 31, 2022. 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

Key audit matters	How our audit addressed the key audit matter
Revenue recognition and recoverability of trade receivables and contract assets (as described in Note 10 and
18 of the standalone financial statements)
The Company derives its revenue mainly from	Our audit procedures included the following, amongst
rendering of mobile advertising services using a	others:
network of publishers. The Company recognizes revenue from its customers at the time of delivery	•	We obtained an understanding of the systems,
of advertisement. We identified revenue recognition		processes and controls implemented by the
as a key audit matter because revenue is one of the		Company for recording revenues.
Company''s key performance indicators and there	•	We have tested the operating effectiveness of
is an inherent risk around the accuracy of revenue		the controls related to revenues and associated
recorded which is dependent upon reconciliations		receivables and contract assets.
of billing data as per Company records with those of	•	For a sample of transactions we performed the
customer.		following procedures: a. assessed the supporting documents including
Further, the Company has a significant balance of		inspection of contractual terms and conditions,
trade receivables and contract assets amounting to		release order from customers, delivery
INR 1,285.01 Mn as at March 31, 2022. The Company		documents in the form of email confirmation,
has determined the allowance for credit losses based		b. tested the reconciliation of service provided to
on past experience and adjusted to reflect current		the customer with the amount of invoice raised.
and estimated future economic conditions.	•	We assessed the Company''s accounting policies relating to revenue recognition.
Due to significance of carrying values of trade
receivables and contract assets and judgments	Our audit procedures on the carrying value of
involved in assessing recoverability of trade	trade receivables and contract assets, included the
receivables and contract assets and calculating the	following, amongst others:
expected credit losses, this matter was considered key audit matter to our audit.	•	We obtained an understanding of the systems, processes and controls implemented by the Company for recording allowance for credit losses.
	•	We tested the ageing of contract assets and trade receivables for a sample of invoices;
	•	We obtained direct confirmation of trade receivables and performed other alternate procedures which included testing of invoice, testing of customer purchase/release order and subsequent collection of invoices for the confirmations not received
	•	We tested billings and receipts after year-end
	•	We examined the Company''s assessment of recoverability basis historical payment patterns and macroeconomic information.
	•	We tested the management computation of the allowance for credit loss.

Key audit matters How our audit addressed the key audit matter Internally generated intangible assets (as described in Note 4 of the standalone financial statements)
The Company recognizes internally generated intangible assets i.e. software and application platform amounting to INR 161.02 Mn. Initial recognition is based on assessing each project in relation to specific recognition criteria that needs to be met for capitalization. The assessment involves management judgment on matters such as technical feasibility, intention and ability to complete the development of such intangible asset, ability to use or sell the asset, generation of future economic benefits and the ability to measure costs reliably. Due to the materiality of the assets recognized and the level of management judgement involved being significant, initial recognition and measurement of internally generated intangible assets is a key audit matter.	Our audit procedures included the following, amongst others: • We assessed the management process and procedures related to initial recognition criteria for intangible assets, allocation of budgets, measurement of time recorded on development and establish the basis for capitalization. • We tested the amount capitalized from the underlying records and information for expenses; • We performed inquires with management regarding key assumptions used and estimates made in capitalizing development costs and assessed those assumptions and estimates. • We also considered the useful economic life attributed to the assets.
Impairment of goodwill and other intangible assets (as described in Note 2(x) of the standalone financial statements)
The Company holds significant amounts of goodwill and intangible assets arising from business combinations and including self-generated and other intangibles, on the balance sheet amounting to INR 295.40 Mn. Accounting Standard (''Ind AS'') 36, “Impairment of Assets requires management to test the goodwill for impairment as part of the non-current assets of (groups of) Cash Generating Unit (“CGUs”) to which it is allocated, both annually and if there is a trigger for testing. Such goodwill and other intangible assets are tested for impairment using discounted cash-flow model of the CGU''s recoverable value compared to the carrying value of the assets. A deficit between the recoverable value and the CGU''s net assets would result in impairment. The impairment tests were a key audit matter due to the significant judgements and assumptions made by management which are affected by uncertainties around future market or economic conditions.	Our audit procedures on impairment test included the following, amongst others: • We assessed the key information used in determining the valuation including the weighted average cost of capital, cash flow forecasts and the implicit growth. • We assessed the Company''s valuation methodology applied in determining the value in use; • We assessed the assumptions used in the cash flow forecasts including discount rates, expected growth rates and terminal growth rates used; • We assessed historical accuracy of management''s budgets and forecasts by comparing them to actual performance; • We assessed the recoverable value headroom by performing sensitivity testing of key assumptions used; • We tested the arithmetical accuracy of the models; • We also assessed the disclosures given in the standalone financial statements for compliance with disclosure requirements under the accounting standards.
Key audit matters How our audit addressed the key audit matter
Measurement of derivative financial instrument (as described in Note 5(c) of the standalone financial statements)
The Company had made an investment in a company and also entered into an exclusive monetization agreement with such company which provides right to the Company to acquire additional ownership stake in such company.	Our audit procedures on measurement of derivative financial instrument included the following, amongst others: • We assessed the processes and controls put in place by the Company to identify, measure and recognize derivative financial instruments. • We read the agreement to obtain an understanding of the transaction.

These rights have been assessed by the Company	• We evaluated the competences, capabilities and
as derivative financial instrument in accordance	objectivity of the management''s expert.
with Ind AS 109. This derivative financial instrument	• We involved our valuation specialist who:
is recognized in the balance sheet at fair value	a. tested the arithmetical accuracy of the models
amounting to INR 237.80 Mn on initial recognition.	used by the management expert;
Any change in the value of derivative on the balance	b. evaluated and tested the methodologies used
sheet reporting date is recorded in the statement of	by the management''s expert in their valuation
profit and loss.	report; and c. assessed the key information used in
Measurement of such derivative financial instrument	determining the valuation including the
is a key audit matter as this is a level 3 instrument	volatility, risk free rate, expected option life.
requiring significant judgements and assumptions	• We also assessed the disclosures given in the
by management which are affected by uncertainties	standalone financial statements for compliance
around future market or economic conditions.	with disclosure requirements under the accounting standards.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

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 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.

Responsibility 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:

• 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 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 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 alsoprovide thosecharged 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, 2022 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 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 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, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 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 over financial reporting of the Company 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, 2022 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. 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 30(b) 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, 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(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;

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(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; 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.

For S.R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha Partner

Membership Number: 94941 UDIN: 22094941AIYUPM2218

Place of Signature: New Delhi Date: May 14, 2022

---

Mar 31, 2021

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.

TO THE MEMBERS OF AFFLE (INDIA) LIMITEDOpinion

We have audited the accompanying standalone financial statements of Affle (India) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2021, 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 financial statements, including a summary of significant 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, 2021, its profit 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 ''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.

Emphasis of Matter

We draw your attention to note 38.1 to the financial statements, which indicate that business combination under common control has been accounted for using purchase method in accordance with previous GAAP resulting in recognition of goodwill amounting to INR 59.24 million as on March 31, 2021 as prescribed under court scheme instead of using pooling of interest method as prescribed under Ind AS 103 Business Combinations as the approved court scheme will prevail over applicable accounting standard.

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 standalone financial statements for the financial year ended March 31, 2021. 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

Key audit matters	How our audit addressed the key audit matter
Revenue recognition and recoverability of trade receivables and contract assets (as described in Note 18 of
the standalone financial statements)
The Company derives its revenue mainly from	Our audit procedures included the following, amongst
rendering of mobile advertising services using a	others:
network of publishers. The Company recognizes revenue from its customers at the time of delivery	•	We obtained an understanding of the systems,
of advertisement. We identified revenue recognition		processes and controls implemented by the
as a key audit matter because revenue is one of the		Company for recording revenues.
Company''s key performance indicators and there	•	We have tested the operating effectiveness of
is an inherent risk around the accuracy of revenue		the controls related to revenues and associated
recorded which is dependent upon reconciliations		receivables and contract assets.
of billing data as per Company records with those of	•	For a sample of transactions we performed the
customer.		following procedures: a. assessed the supporting documents including
Further, the Company has a significant balance of		inspection of contractual terms and conditions,
trade receivables and contract assets amounting to		release order from customers, delivery
Rs INR 983.49 Mn as at March 31, 2021. The Company		documents in the form of email confirmation,
has determined the allowance for credit losses based		b. tested the reconciliation of service provided to
on past experience and adjusted to reflect current		the customer with the amount of invoice raised.
and estimated future economic conditions.	•	We assessed the Company''s accounting policies relating to revenue recognition.
Due to significance of carrying values of trade
receivables and contract assets and judgments	Our audit procedures on the carrying value of
involved in assessing recoverability of trade	trade receivables and contract assets, included the
receivables and contract assets and calculating the	following, amongst others:
expected credit losses, this matter was considered key audit matter to our audit.	•	We obtained an understanding of the systems, processes and controls implemented by the Company for recording allowance for credit losses.
	•	We tested the ageing of contract assets and trade receivables for a sample of invoices;
	•	We obtained direct confirmation of trade receivables and performed other alternate procedures which included testing of invoice, testing of customer purchase/release order and subsequent collection of invoices for the confirmations not received
	•	We tested billings and receipts after year-end
	•	We examined the Company''s assessment of recoverability basis historical payment patterns and macroeconomic information.
	•	AWe tested the management computation of the allowance for credit loss.

Internally generated intangible assets (as described	in Note 4 of the standalone financial statements)
The Company recognizes internally generated	Our audit procedures included the following, amongst
intangible assets i.e. software and application platform amounting to INR 177.16 Mn. Initial recognition	others:
is based on assessing each project in relation to	• We assessed the management process and
specific recognition criteria that needs to be met for	procedures related to initial recognition criteria
capitalization. The assessment involves management	for intangible assets, allocation of budgets,
judgment on matters such as technical feasibility,	measurement of time recorded on development
intention and ability to complete the development of	and establish the basis for capitalization.
such intangible asset, ability to use or sell the asset,	• We tested the amount capitalized from the
generation of future economic benefits and the ability	underlying records and information for expenses;
to measure costs reliably. Due to the materiality of	• We performed inquires with management
the assets recognized and the level of management	regarding key assumptions used and estimates
judgement involved being significant, initial	made in capitalizing development costs and
recognition and measurement of internally generated	assessed those assumptions and estimates.
intangible assets is a key audit matter.	• We also considered the useful economic life attributed to the assets.
Impairment of goodwill and other intangible assets (as described in Note 2(x) of the standalone financial statements)
The Company holds significant amounts of	Our audit procedures on impairment test included
goodwill and intangible assets arising from business combinations and including self-generated and	the following, amongst others:
other intangibles, on the balance sheet amounting	• We assessed the key information used in
to INR 311.54 Mn. Accounting Standard (''Ind AS'') 36,	determining the valuation including the weighted
“Impairment of Assets requires management to test	average cost of capital, cash flow forecasts and
the goodwill for impairment as part of the non-current	the implicit growth.
assets of (groups of) Cash Generating Unit (“CGUs”)	• We assessed the Company''s valuation
to which it is allocated, both annually and if there is a	methodology applied in determining the value in
trigger for testing.	use; • We assessed the assumptions used in the cash
Such goodwill and other intangible assets are tested	flow forecasts including discount rates, expected
for impairment using discounted cash-flow model	growth rates and terminal growth rates used
of the CGU''s recoverable value compared to the	after taking into consideration possible effects of
carrying value of the assets. A deficit between the	COVID-19;
recoverable value and the CGU''s net assets would	• We assessed historical accuracy of management''s
result in impairment.	budgets and forecasts by comparing them to actual performance;
In view of the COVID-19 pandemic, the management	• We assessed the recoverable value headroom by
reassessed its future business plans and key	performing sensitivity testing of key assumptions
assumptions as at March 31, 2021 while assessing the	used;
adequacy of impairment provision. The impairment	• We tested the arithmetical accuracy of the models;
tests were a key audit matter due to the significant	• We also assessed the disclosures given in the
judgements and assumptions made by management	standalone financial statements for compliance
which are affected by uncertainties around future	with disclosure requirements under the accounting
market or economic conditions.	standards.

Measurement of derivative financial instrument (as described in Note 5(b) of the standalone financial statements)
The Company had made an investment in a company	Our audit procedures on measurement of derivative
and also entered into an exclusive monetization	financial instrument included the following, amongst
agreement with such company which provides right to the Company to acquire additional ownership	others:
stake in such company.	• We assessed the processes and controls put in place by the Company to identify, measure and
These rights have been assessed by the Company	recognize derivative financial instruments.
as derivative financial instrument in accordance	• We read the agreement to obtain an understanding
with Ind AS 109. This derivative financial instrument	of the transaction.
is recognized in the balance sheet at fair value	• We evaluated the competences, capabilities and
amounting to INR 237.80 Mn on initial recognition.	objectivity of the management''s expert.
Any change in the value of derivative on the balance	• We involved our valuation specialist who:
sheet reporting date is recorded in the statement of	c. tested the arithmetical accuracy of the models
profit and loss. As at year-end, management assessed	used by the management expert;
no change in fair value.	d. evaluated and tested the methodologies used by the management''s expert in their valuation
Measurement of such derivative financial instrument	report; and
is a key audit matter as this is a level 3 instrument	e. assessed the key information used in determining
requiring significant judgements and assumptions	the valuation including the volatility, risk free
by management which are affected by uncertainties	rate, expected option life.
around future market or economic conditions.	• We also assessed the disclosures given in the standalone financial statements for compliance with disclosure requirements under the accounting standards.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

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 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.

Responsibility 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:

• 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 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 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, 2021 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, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act based on our audit, 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 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 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, 2018, as amended;

e. On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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 over financial reporting of the Company 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, 2021 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. 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 30(b) 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.

For S. R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha Partner

Membership Number: 94941 UDIN: 21094941AAAABU2050

Place of Signature: New Delhi Date: May 29, 2021