We have audited the accompanying Standalone Financial
Statements of Smartworks Coworking Spaces Limited

(the "Company"), which comprise the Standalone Balance
Sheet as at March 31, 2026, and the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flows and the
Standalone Statement of Changes in Equity for the year
ended on that date, and notes to the Financial Statements,
including a summary of material accounting policies and
other explanatory information (hereinafter referred to as the
"Standalone Financial Statements").

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 prescribed under section 133 of the
Act, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2026, and its profit, other comprehensive loss,
its cash flows and the changes in equity for the year ended
on that date.

| BASIS FOR OPINION

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on Auditing
("SA"s) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the Auditor''s Responsibility for the Audit of the Standalone
Financial Statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India ("ICAI") together with the ethical requirements
that are relevant to our audit of the Standalone Financial
Statements under the provisions of the Act and the Rules
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
obtained by us is sufficient and appropriate to provide a
basis for our audit opinion on the Standalone Financial
Statements.

| KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period.
These matters were addressed in the context of our audit
of the Standalone Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

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

> The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion
and Analysis, Board''s Report including Annexures to the
Board''s Report, Business Responsibility & Sustainability
Report and Corporate Governance Report, but does
not include the Consolidated Financial Statements,
Standalone Financial Statements and our auditor''s
report thereon. Other information is expected to be
made available to us after the date of this auditor''s
report.

> Our opinion on the Standalone Financial Statements
does not cover the other information and 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 during the course of our audit or otherwise
appears to be materially misstated.

> When we read the Management Discussion and
Analysis, Board''s Report including Annexures to the
Board''s Report, Business Responsibility & Sustainability
Report and Corporate Governance Report, if we
conclude that there is a material misstatement
therein, we are required to communicate the matter to
those charged with governance as required under SA
720 ''The Auditor''s responsibilities Relating to Other
Information''.

RESPONSIBILITIES OF MANAGEMENT AND
BOARD OF DIRECTORS FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, cash flows and changes in equity of the Company
in accordance with Ind AS and the 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
the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the
Standalone Financial Statements that give a true and fair
view and are free from material misstatement, whether due
to fraud or error.

In preparing the Standalone Financial Statements,
management and 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.

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

AUDITOR''S RESPONSIBILITY FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone
Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls with reference
to Standalone Financial Statements in place and the
operating effectiveness of such financial controls.

• 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''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content

of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions
of a reasonably knowledgeable user of the Standalone
Financial Statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified
misstatements in the Standalone Financial Statements.

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 financial controls that
we identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone Financial
Statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our
audit, we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.

c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Loss, the Standalone Statement
of Cash Flows and the Standalone Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2026
from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s
internal financial controls with reference to
Standalone Financial Statements

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

In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its
directors during the year is in accordance with the
provisions of section 197 of the Act.

h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations
given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its Standalone Financial Statements
(Refer Note 33 to the Standalone Financial
Statements).

Further, during the course of our audit, we did
not come across any instance of the audit
trail feature being tampered with.

Additionally, the audit trail has been
preserved by the Company as per the
statutory requirements for record retention.
(Refer Note 43 to the Standalone Financial
Statements)

2. 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, we give in
"Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm''s Registration No. 117366W / W-100018)

NILESH H. LAHOTI

Partner

Place: Gurugram (Membership No. 130054)

Date: April 30, 2026 (UDIN: 26130054XESFHC9224)

We have audited the accompanying Standalone
Financial Statements of Smartworks Coworking
Spaces Limited (the "Company"), which comprise the
Standalone Balance Sheet as at March 31, 2025, and
the Standalone Statement of Profit and Loss (including
Other Comprehensive Income/Loss), the Standalone
Statement of Cash Flows and the Standalone Statement
of Changes in Equity for the year ended on that date, and
notes to the financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as the "Standalone
Financial Statements").

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
prescribed under section 133 of the Act, ("Ind AS") and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025,
and its loss, total comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.

| BASIS FOR OPINION

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
Auditing ("SA"s) specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibility for the
Audit of the Standalone Financial Statements section
of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant
to our audit of the Standalone Financial Statements under
the provisions of the Act and the Rules 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 obtained by
us is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.

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

• The Company''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board''s
Report including annexures to the Board''s Report,
but does not include the consolidated financial
statements, standalone financial statements and
our auditor''s report thereon. The Board''s Report
including annexures to the Board''s 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 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 during the course of our audit or otherwise
appears to be materially misstated.

• When we read the Board report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance as required under SA
720 ''The Auditor''s responsibilities Relating to Other
Information''.

RESPONSIBILITIES OF MANAGEMENT
AND BOARD OF DIRECTORS FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, cash flows and changes in equity of the Company
in accordance with Ind AS and the 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 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.

In preparing the Standalone Financial Statements,
management and 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.

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

AUDITOR''S RESPONSIBILITY FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial
Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion

on whether the Company has adequate internal
financial controls with reference to Standalone
Financial Statements in place and the operating
effectiveness of such financial controls.

• 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''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s
report to the related disclosures in the Standalone
Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor''s report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including the disclosures, and whether the
Standalone Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the Standalone
Financial Statements.

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 financial
controls that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by Section 143(3) of the Act, based on

our audit, we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matter complying
with the requirement of audit trail for specific
period during the year, as stated in (i)(vi) below.

c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, the Standalone
Statement of Cash Flows and the Standalone
Statement of Changes in Equity dealt with by
this Report are in agreement with the books of
account.

d) In our opinion, the aforesaid Standalone
Financial Statements comply with the Ind AS
specified under Section 133 of the Act.

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) The modifications relating to the maintenance
of accounts related to audit trail for a specific
period, as stated in paragraph (b) above.

g) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure A". Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company''s internal financial controls with
reference to Standalone Financial Statements

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of section 197
of the Act.

i) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its Standalone Financial Statements
(Refer Note 34 to the Standalone Financial
Statements).

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

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

iv. (a) The Management has represented

that, to the best of its knowledge and
belief, as disclosed in the note 47(iii) to
the Standalone Financial Statements
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge
and belief, as disclosed in the note
47(iv) to the Standalone Financial
Statements, 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, directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf

Further, during the course of our audit
we did not come across any instance of
the audit trail feature being tampered
with, in respect of accounting software
and various related software for the year/
period, as applicable, for which audit trail
was enabled and operated

Additionally audit trail has been preserved
by the Company as per the statutory
requirements for record retention (refer
note 44 to the Standalone Financial
Statements).

2. 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,
we give in "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm''s Registration No. 117366W / W-100018)

Nilesh H. Lahoti

Partner

Place: Gurugram (Membership No. 0130054)

Date: June 13, 2025 (UDIN: 25130054BMKMGO5527)