Auditor Report of EMA Partners India Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of EMA PARTNERS INDIA
LIMITED (formerly known as EMA Partners India
Private Limited) (''the Company''), which comprise the
Balance Sheet as at March 31, 2025, the Statement
of Profit and Loss, Cash Flow Statement for the
year ended and notes to the financial statements
including a summary of 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
("Act") in the manner so required and gives a true and
fair view in conformity with accounting principles
generally accepted in India of the state of affairs of
the Company as at March 31, 2025, the Profit and its
cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
Auditing ("SAs") specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor''s Responsibilities
for the Audit of the 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 independence requirements that
are relevant to our audit of the Financial Statements
under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
audit opinion on the Financial Statements.

Key Audit Matters

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 financial year ended March 31, 2025. These
matters were addressed in the context of our audit
of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

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

Sr No	Key Audit Matter	How our audit addressed the key audit matter
1	Revenue Recognition & Trade Receivables: (Refer significant accounting policies in Note 2(d) and Disclosure Note 22 & 17 respectively of the standalone financial statements.)
	The Company earns revenue primarily from recruitment services, which include executive search, management consulting and staffing solutions.	We have performed walkthrough, understood the process and tested key controls associated with the revenue recognition process.
	For recruitment companies, revenue recognition is complex due to different terms of underlying contract i.e. milestone- based contracts, Contingent fee arrangements such as payment upon successful candidate placement or after a guaranteed period etc. Further this also has an impact on the corresponding balances of trade receivables and unbilled revenue. Given the significant management judgement involved in recognizing revenue appropriately and principles used for recognition of revenue, we identified this matter as a key audit matter.	Our audit procedures included the following: • We reviewed company accounting policies related to revenue recognition; • We inquired and reviewed contracts on sample basis to evaluate whether revenue has been recognised in accordance with their terms of underlying contract; • We obtained year-end balance confirmation from sample Clients; • We evaluated assumptions used to, - compute provision on trade receivables through ageing analysis; - write off of bad debts. • we assessed disclosure in the standalone financial statements for compliance with the disclosure requirements.

Information other than financial statements and

auditor''s report thereon

5. The Company''s Board of Directors is responsible
for the preparation of other information. The other
information comprises the information included in
the Board Report, but does not include the Financial
Statements and our audit report thereon which we
obtained prior to the date of this audit''s report.

6. Our opinion on the standalone financial statements
does not cover such other information and we do not
express any form of assurance conclusion thereon.

7. 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

8. 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 and cash flows of the Company in
accordance with the Accounting Standards and
other accounting principles generally accepted in
India, including the Accounting Standards specified
under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgements
and estimates that are reasonable and prudent;
and design, implementation 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.

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

10. The Company''s 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

11. 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 SAs
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.

12. As part of an audit in accordance with SAs, we
exercise professional judgement 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 financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Companies Act, 2013, 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 control;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the Management.

• Conclude on the appropriateness of
Management 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.

13. 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.

14. 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.

15. 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

16. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the
Act, and on the basis of such checks of the books

and records of the Company, as we considered
appropriate and according to the information and
explanations given to us, we give in "Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order to the extent applicable.

17. 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
purpose 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 and Cash Flow Statement dealt with by
this Report are in agreement with the relevant
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 Rule 7 of the
Companies (Accounts) Rules, 2014.

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

(f) with respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate report in
"Annexure A".

(g) With respect to other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197 (16) of the Act,
as amended;

According to the information and explanation
given to us, the managerial remuneration
for the year ended March 31, 2025 has been
paid / provided by the Holding Company to its
directors in accordance with the provision of
Section 197 of Act.

(h) With respect to the other matters to be included
in the Auditors'' 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:

a. The financial statement disclose the impact
of pending litigations on the financial
position of the Company - refer Note 27 to
the financial statements.

b. The Company did not have any long-term
contracts including derivatives contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by
the Company.

d. (i) The Management has represented

that, to the best of it''s 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;

(ii) The Management has represented,
that, to the best of it''s 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

Based on such audit procedures that
we have considered reasonable and
appropriate in the circumstances;

nothing has come to our notice
that has caused us to believe that
the representations under sub¬
clause (1) and (2) contain any
material misstatement.

e. The Company has not declared or paid any
dividend during the year.

f. Based on our examination which included
test checks, where the Company has
used accounting software for maintaining
its books of accounts, it has a feature of
recording audit trail (edit log) facility and
the same has been operated throughout
the year for all 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.
The audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

For and on behalf of

A P Sanzgiri & Co

Chartered Accountants

Firm Regn. No. 116293W

Sonali Patil

Partner

M.No: 135516

UDIN: 25135516BMKWTF1117

Date: May 21, 2025

Place: Mumbai

---

Mar 31, 2024

EMA PARTNERS INDIA PRIVATE LIMITED

Report on audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of EMA PARTNERS INDIA PRIVATE LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, Cash Flow Statement for the year ended and notes to the financial statements including a summary.of 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 financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required for companies and are in conformity with accounting principles generally accepted in India and give a true and fair view of the state of affairs of the Company as at March 31, 2024, the Profit and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the Financial Statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the 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 independence requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements

Information other than financial statements and auditor''s report thereon

4. The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Board Report, but does not include the Financial Statements and our audit report thereon which we obtained prior to the date of this audit''s report.

5. Our opinion on the financial statements does not cover such other information and we do not express any form of assurance conclusion thereon.

6. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the 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. We have nothing to report in this regard.

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

7. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards and other accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arc reasonable and prudent; and design, implementation 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, 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the audit of the 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 SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. 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 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.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

• Conclude on the appropriateness of Management 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.

Report on Other Legal and Regulatory Requirements

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

15. 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 purpose 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 and Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2024 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) In our opinion and according to the information and explanations given by the Company''s Board of Directors, reporting on adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls is not applicable to the Company.

(g) With respect to other matters to be include in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, in our opinion and to the best of our information and according to the explanation given to us, the said provisions in respect of managerial remuneration do not apply to the Company.

(h) With respect to the other matters to be included in the Auditors'' 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:

a. The Company does not have any pending litigations which would materially impact its financial position.

b. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

c. The provisions relating to transfer to Investor Education and Protection Fund does not apply to the Company since it is unlisted.

d. (i) The Management has represented that, to the best of it''s 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;

(ii) The Management has represented, that, to the best of it''s 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 Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (1) and (2) contain any material misstatement.

e. The Company has not declared or paid any dividend during the year.

f. Based on our examination which included test checks, where the Company has used accounting software for maintaining its books of accounts, it has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rule 2014 is applicable from April 1, 2023 reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For and on behalf of A P Sanzgiri & Co

Chartered Accountants Firm Regn. No. 116293W

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Partner M.No: 135516

UDIN: 24135516BKHYUR4029

Date: 09-07-2024 Place: Mumbai