Auditor Report of Electronics Mart India Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial
statements of Electronics Mart India Limited (‘the Company⁵),
which comprise the Standalone Balance Sheet as at 31 March
2025, the 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 Act⁵) 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 MATTERS

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 year. 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 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 matters
Revenue recognition — Incentive income: 1. Refer note 2(o) for the accounting policy and note 21 for		Our audit procedures relating to revenue recognition included, but were not limited to the following:
	the relevant disclosures in the accompanying standalone financial statements.	i)	Enquired with management to understand and reconfirm our understanding of the accounting policy adopted by the Company,
2.	Pursuant to the terms of the arrangement with vendors, the Company is entitled for income in the form of incentives; computation thereof is based on the terms and conditions as specified in the scheme documents, duly		and the process followed by the Company for estimating the amount of incentive income, during the current year, in accordance with the requirements of applicable accounting standards.
	issued by its vendors. During the year ended 31 March 2025 the Company has accrued incentive income aggregating to '' 2,589.45 million [FY 31 March 2024''2,504.02 million].	ii)	Evaluated the design and tested the operating effectiveness of Company’s key manual controls over computation of incentive income.
3.	Accrual and measurement of such incentive income, especially as on balance sheet date, is a complex process due to volume of the schemes, significant estimates and	iii)	Recomputed, on a sample basis, incentive income as measured and recorded by management in accordance with the terms and conditions laid out in the relevant scheme document.
	judgments towards expected volume of sales covering the scheme periods, assessing the Company’s ability to comply with other terms and conditions of underlying schemes	iv)	On a sample basis, verified the incentive income accounted with the communication received from vendors accepting such claims.
	and the manual process being applied for computation of incentive income.	v)	On a sample basis, tested management reconciliation for closing accruals with the confirmation provided by the relevant vendors.

Key audit matters		How our audit addressed the key audit matters
4.	Considering the volume and significance of manual intervention and the degree of judgment involved, we have identified recognition of such incentives as a key audit matter, as this involved significant auditor attention for the current year audit.	vi) vii)	With respect to accruals for on-going schemes as at 31 March 2025, examined historical incentive accruals together with our understanding of current year developments to form an expectation of the incentive accrual as at year-end and compared this expectation against the actual accruals. Further, we also performed retrospective review to evaluate the precision with which management makes estimates including the subsequent receipt of such income. Assessed adequacy of disclosures made in the financial statements in accordance with the requirements of applicable accounting standards.
Valuation of inventories: 1. Refer note 2(l) for accounting policies and note 10 for		Our audit procedures in relation to valuation of inventories included, but were not limited to the following:
2.	the related disclosures in the accompanying consolidated financial statements. Inventories as at 31 March 2025 comprises of Stock-in¬ trade aggregating to ''12,421.85 million [FY 31 March 2024 ''9,692.76 million], carried at net of adjustment towards realizable value (‘NRV’) and provision for slow moving	i)	Enquired with management to understand and reconfirm our understanding of the accounting policy adopted by the Company, and the process followed for valuation of inventories including the process to estimate and accrual of rebate/discount, in accordance with the requirements of applicable accounting standards.
	inventory.	ii)	Evaluated the design and tested the operating effectiveness of
3.	The inventory of stock in trade is also subject to appropriate adjustments towards purchase rebate/discount, which are linked and are subject to compliance with the terms and conditions specified under various schemes offered by vendors. Accrual of such rebate/discount in respect of schemes having a validity period extending beyond the financial year is a complex manual activity, as accruals of rebate/discount under such schemes is dependent on	iii)	Company’s key manual controls over: o Valuation of inventories; and o Accruals of rebate and discount having impact on the carrying value of inventories Tested the purchases prices of closing stock of inventories on a sample basis and performed recomputation of weighted average cost considered for valuation as at year end.
4.	estimation of value and volume of inventories expected to be purchased during the period covered by the underlying schemes. Assessment of net realizable values of inventory of stock	iv)	Recomputed, on a sample basis, rebate/discount as measured and recorded by management of the Company in accordance with the terms and conditions laid out in the relevant scheme documents.
	in trade, involve estimation of future selling price together with assessment of incentives, if any, in the form of compensation for lower realization.	v)	On a sample basis, tested management reconciliation for closing accruals with the confirmation provided by the respective vendors.
5.	Considering the significance of carrying value of inventories to the overall balance sheet, significant manual efforts to assess the value of closing stock after considering impact of incentives and detailed assessment of provision required relating to net realizable values and the judgements	vi)	Tested the inventory ageing on a sample basis from underlying source documents and examined the historical trend of obsolete inventory together with our understanding of current year developments to form an expectation of the reasonableness of management provision for slow moving inventory.
	applied for determining the allowance for slow moving inventory, we have identified valuation of the inventories as a key audit matter for current year’s audit.	vii) viii)	On sample basis, tested management’s estimate of ‘net realisable value’ of inventory based on expected future selling prices by verifying the sale prices of inventory sold near to and subsequent to year end. Assessed the adequacy of the disclosures made in the consolidated financial statements in accordance with the requirements of the accounting standards.

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
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 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 OrdeF) 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 I, 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 qualification relating to the maintenance of accounts
and other matters connected therewith are as stated
in paragraph 17(b) above on reporting under section
143(3)(b) of the Act and paragraph 17(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 standalone 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 34 to the
standalone financial statements, has disclosed
the impact of pending litigations 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 40 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 persons or entities, 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 40 to the standalone financial
statements, no funds have been received by
the Company from any persons or entities,
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 41 of the standalone financial
statements and b ased on our examination
which included test checks, except for instances
mentioned below, the Company, in respect of
financial years commencing on 1 April 2024,
has used an accounting software for maintaining
its books of account which have a feature of
recording audit trail (edit log) facility and the
same have been operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with, other than the consequential impact
of the exceptions given below. Furthermore, the
audit trail has been preserved by the Company as
per the statutory requirements for record retention.

Nature of Exception noted

Details of Exception

Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.

i) The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of accounting transactions by the Company. ii) The audit trail (edit logs) was not retained for the period 01 April 2024 to 06 August 2024 at the database level for the accounting software to log any direct data changes, used for maintenance of sales transactions by the Company.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sanjay Kumar Jain

Partner

Membership No.: 207660
UDIN: 25207660BMMIQQ2574

Place: Hyderabad
Date: 20 May 2025

---

Mar 31, 2024

Electronics Mart India Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of Electronics Mart India Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31^st March 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the 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 a 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^st March 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
Revenue recognition — Incentive income: 1. Refer note 2(o) for the accounting policy and note 21 for		Our audit procedures relating to revenue recognition included, but were not limited to the following:
	the relevant disclosures in the accompanying standalone financial statements.	i)	Enquired with management to understand and reconfirm our understanding of the accounting policy adopted by the Company,
2.	Pursuant to the terms of the arrangement with vendors, the Company is entitled for income in the form of incentives; computation thereof is based on the terms and conditions as specified in the scheme documents, duly issued by its		and the process followed by the Company for estimating the amount of incentive income, during the current year, in accordance with the requirements of applicable accounting standards.
	vendors. During the year ended 31st March 2024 the Company has accrued incentive income aggregating to '' 2,504.02 million [FY 31st March 2023''2,925.25 million].	ii)	Evaluated the design and tested the operating effectiveness of Company’s key manual controls over computation of incentive income.
3.	Accrual and measurement of such incentive income, especially as on balance sheet date, is a complex process due to volume of the schemes, significant estimates and	iii)	Recomputed, on a sample basis, incentive income as measured and recorded by management in accordance with the terms and conditions laid out in the relevant scheme document.
	judgments towards expected volume of sales covering the scheme periods, assessing the Company’s ability to comply with other terms and conditions of underlying schemes	iv)	On a sample basis, verified the incentive income accounted with the communication received from vendors accepting such claims.
	and the manual process being applied for computation of incentive income.	v)	On a sample basis, tested management reconciliation for closing accruals with the confirmation provided by the relevant vendors.

Key Audit Matters		How our Audit Addressed the Key Audit Matter
4.	Considering the volume and significance of manual	vi)	With respect to accruals for on-going schemes as at 31st March
	intervention and the degree of judgment involved, we have		2024, examined historical incentive accruals together with
	identified recognition of such incentives as a key audit		our understanding of current year developments to form an
	matter, as this involved significant auditor attention for the		expectation of the incentive accrual as at year-end and compared
	current year audit.		this expectation against the actual accruals. Further, we also performed retrospective review to evaluate the precision with which management makes estimates including the subsequent receipt of such income.
		vii)	Assessed adequacy of disclosures made in the financial statements in accordance with the requirements of applicable accounting standards.
Valuation of inventories:		Our	audit procedures relating to valuation of inventories
	Refer note 2(l) for accounting policies and note 10 for	included, but were not limited to the following:
1. 2. 3.		i) ii)	Enquired with management to understand and reconfirm our understanding of the accounting policy adopted by the Company, and the process followed for valuation of inventories including the process to estimate and accrual of rebate/discount, in accordance with the requirements of applicable accounting standards. Evaluated the design and tested the operating effectiveness of
	the related disclosures in the accompanying standalone financial statements. Inventories as at 31st March 2024 comprises of Stock-in-
	trade aggregating to '' 9,692.76 million, carried at net of adjustment towards realisable value (‘NRV) and provision
	for slow moving inventory. The inventory of stock in trade is also subject to appropriate
	adjustments towards purchase rebate/discount, which		Company’s key manual controls over:
	are linked and are subject to compliance with the terms and conditions specified under various schemes offered	o	Valuation of inventories; and Accruals of rebate and discount having impact on the carrying
		o
	by vendors. Accrual of such rebate/discount in respect		value of inventories
	of schemes having a validity period extending beyond the financial year is a complex manual activity, as accruals	iii)	Tested the purchase prices of closing stock of inventories on a
	of rebate/discount under such schemes is dependent on		sample basis and performed recomputation of weighted average
	estimation of value and volume of inventories expected to		cost considered for valuation as at year end.
	be purchased during the period covered by the underlying	iv)	Recomputed, on a sample basis, rebate/discount as measured
	schemes.		and recorded by management in accordance with the terms and
4.	Assessment of net realizable values of inventory of stock		conditions laid out in the relevant scheme documents.
	in trade, involve estimation of future selling price together	v)	On a sample basis, tested management reconciliation for closing
	with assessment of incentives, if any, in the form of		accruals with the confirmation provided by the respective
	compensation for lower realization.		vendors.
5.	Considering the significance of carrying value of	vi)	Tested the inventory ageing on a sample basis from underlying
	inventories to the overall balance sheet, significant manual		source documents and examined the historical trend of obsolete
	efforts to assess the value of closing stock after considering		inventory together with our understanding of current year
	impact of incentives and detailed assessment of provision		developments to form an expectation of the reasonableness of
	required relating to net realizable values and the judgements		managements provision for slow moving inventory.
	applied for determining the allowance for slow moving inventory, we have identified valuation of the inventories as a key audit matter for current year’s audit	vii)	On sample basis, tested management’s estimate of ‘net realisable value’ of inventory based on expected future selling prices by verifying the sale prices of inventory sold near to and subsequent to year end.
		viii)	Assessed the adequacy of the disclosures made in the standalone financial statements in accordance with the requirements of the accounting standards.

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 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 of an 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; and

• 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.

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 OrdeF) 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 I, 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 17(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 31^st March 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(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^st March 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 34 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^st March 2024;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 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 31^st March 2024;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 40(i) 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 persons or entities, 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 40(ii) to the standalone financial statements, no funds have been received by the Company from any persons or entities, 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 subclauses (a) and (b) above contain any material misstatement.

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

vi. As stated in note 41 of the standalone financial statements and based on our examination which include test checks, except for instances mentioned below the Company, in respect of financial year commencing on 01^st April 2023, has used an accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exception given below:

Nature of Exception noted	Details of Exception
Instances of accounting software for maintaining books of account which did not have a feature of recording audit trail (edit log) facility	The software used for recording accounting transactions did not have a feature of recording audit trail (edit log) facility
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software	1) The audit trail (edit log) feature is not enabled at the application level for software used for recording sale transactions to log any changes made to the mode of receipt (tender changes) for the period 01st March 2024 to 31st March 2024 by the Company. 2) The audit trail feature was not enabled at the data base level to log any direct data changes in the software used for maintenance of inventory records and details of wholesale revenue by the Company.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sanjay Kumar Jain

Partner

Membership No.: 207660 UDIN: 24207660BKERHR9452

Place: Hyderabad Date: 27^th May 2024

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Mar 31, 2023

Electronics Mart India Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of Electronics Mart India Limited (‘the Company¹), which comprise the Standalone Balance Sheet as at 31 March 2023, the Statement of Standalone Profit and Loss (including Other Comprehensive Income), the Statement of Standalone Cash Flow and the Statement of Standalone Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies 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 2023, 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 judgement, 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 matter 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

Revenue recognition — Incentive income: Refer note 2(o) & 2(l) for the accounting policies and note 21 for the relevant disclosures in the accompanying standalone financial statements. The Company has recognised incentive income aggregating to '' 2,925.25 million for the year ended 31 March 2023 and has discount and rebate aggregating to '' 2,074.23 million on account of purchase of goods. Such incentive income is earned by the Company pursuant to the terms of arrangement with its vendors. Accordingly, the Company is entitled to receive incentives under various schemes which are predominantly linked to multiple variable elements such as volume of purchases, sales achieved during the specified periods on an aggregate basis or for a specified product. Accrual and measurement of such incentives during the reporting period and as at balance sheet date involves significant estimates and management judgment in respect of forecast of expected volume sales and purchases, compliances with other varying terms and conditions of different eligible schemes which is being calculated and tracked by the management based on manual efforts. Considering the significant manual intervention and high degree of judgment involved, we have identified recognition of such incentives as a key audit matter as this involved significant auditor attention for the current year audit.

Our audit procedures included, but were not limited to the following: i) Understood the process followed by the Company to determine the amount of accrual for incentives including the Company’s policy for accounting such incentive income. ii) Evaluated the design and implementation and tested operating effectiveness of Company’s key manual controls over incentive agreements/ arrangements/schemes including computation of incentive income, its classification between purchase and sales linked income and Company’s review over the accounting treatment including accrual of incentive income. iii) Inspected different types of incentive schemes received from the dealers/vendors on a sample basis, to understand the terms and conditions of such schemes and based on such understanding, assessed whether the Company’s revenue recognition policies is in accordance with the financial reporting framework of the Company. iv) Performed substantive testing by selecting samples of incentive income recorded during the year as well as period end accruals. This involved testing the eligibility conditions i.e. various parameters used in the computation with the relevant source documents and recomputation of the incentive recognised by the management.

Key Audit Matters	How our audit addressed the key audit matter
	v) Verified the incentive income accounted with the communications received from vendors/dealers where applicable. Obtained independent confirmation on sample basis where deemed necessary for the balances outstanding during the year-end. vi) With respect to incentives accounted based on management estimates, we also examined historical incentive accruals together with our understanding of current year developments to form an expectation of the incentive accrual as at year end and compared this expectation against the actual accruals and held further inquiries with the management and corroborated such inquiries by obtaining underlying documentation, on a sample basis, as appropriate. Further, we also performed retrospective review to evaluate the precision with which management makes estimates including wherever possible the subsequent receipt of such income.
Valuation of inventories:	Our audit procedures included, but were not limited to the following:
Refer note 2(l) for accounting policies and note 10 for the related	- Understood the process followed by the Company to determine
disclosures in the accompanying standalone financial statements.	the valuation of closing stock of inventories including allowances
As at March 31, 2023, the carrying amount of inventories amounted to	for slow moving inventory and towards net realizable values.
'' 7,735.34 million after considering allowances for Inventory towards	- Evaluated the design, implementation and tested the operating
net realizable value (‘NRV’) and slow moving inventory ot '' 56.13	effectiveness of Company’s key manual controls over valuation
million. These inventories are held at the stores and warehouses of	of inventories including computation of purchase linked
the Company.	incentive adjustments, inventory ageing, provisioning policy and
There are judgements required in assessing the appropriate level	assessment of subsequent incentives received and factored in
of allowance for slow moving inventory. Such judgements include	arriving at the subsequent sales pricing.
management''s expectations of forecast inventory demand, product	- Tested the purchases prices of closing stock of inventories on a
obsolescence and support expected to be received from the respective	sample basis and performed recomputation of weighted average
original equipment manufacturers (OEM s) etc. Further, considering the nature of arrangements wherein various	cost considered for valuation as at year end.
purchase linked incentives are being received by the Company, the same	- Inspecting different types of incentive schemes being received
requires adjustments to closing values of inventories, in line with the	for subsequent period and considered by management in NRV
requirements of accounting policy and such adjustments are carried	assessment on a sample basis.
out manually by the Company.	- Examined historical trend of inventory ageing and provisioning
Evaluation of net realizable values of inventory involves evaluation	towards slow moving inventories together with our understanding
of subsequent sale prices along with assessment of various other	of current year developments to form an expectation of the
incentives being received from the respective OEMs during the	reasonableness of managements provisioning policy and held
subsequent periods which is considered by management in determining	further inquiries with the management and corroborated such
the market sales prices.	inquiries by obtaining underlying documentation, on a sample
Considering the significance of carrying value of inventories to the	basis, as appropriate.
overall balance sheet, significant manual efforts by the management to	- Assessed the Company’s disclosures concerning this in Note 3(A)
assess the value of closing stock after considering impact of incentives	on significant accounting estimates and judgements and Note 10
and detailed assessment of provision required relating to net realizable values and the judgements applied for determining the allowance for slow moving inventory, we have identified valuation of the inventories as a key audit matter for current year5 s audit.	Inventories to the standalone financial statements

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.

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 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 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 are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. 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

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 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 standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of 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 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 Ordefi) 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 I, 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;

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 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 financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) 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 34 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

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 2023;

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 2023;

iv.

a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 41(i) 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 persons or entities, 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(ii) to the standalone financial statements, no funds have been received by the Company from any persons or entities, 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 subclauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sanjay Kumar Jain

Partner

Membership No.: 207660

UDIN: 23207660BGYCIK3092

Place: Hyderabad

Date: 26 May 2023