Auditor Report of SPA Capital Services Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of SPA CAPITAL
SERVICES LIMITED ("the Company"), which comprise the Balance sheet as at March 31
2025, the Statement of Profit and Loss including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, except for the possible effects of the matter described in the ''Basis for Qualified Opinion''
section of our report, the aforesaid standalone Ind AS financial statements give the
information required by the Companies Act, 2013, as amended ("the Act") in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit
including other comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Qualified Opinion

1. The company has taken various loans, which were outstanding as on 31st March,
2025. The management has not provided the interest on some of the loans, which
constitute a departure from the Accrual basis of accounting. The company''s records
indicate that an Rs. 7,753/-(in Thousands) for the year ended on March 31, 2025 has
not been provided as interest expenses on these loans, which would have been
decrease the profit Rs. 7,753/-(in Thousands) for the year ended on March 31, 2025
and also increase the loan liability by same amount.

2. The company has given loans to various parties, which were outstanding as on 31st
March, 2025 of Rs 31,420 (in Rs Thousands), however the company has not charged
any interest on such loans given by the company, so in absence of the same the loans
are loss assets as per the NBFC guidelines issued by RBI, however the company
has not made any Provision for loss assets, which constitute a departure from the
NBFC guidelines and in view of the same the company''s records indicate that profit of
the company is overstated by 31,420(in Rs Thousands) on account of non-provision of
loss assets and also the provision for loss assets is understated by Rs 31,420 (in Rs
Thousands) and the loan assets are overstated by 31,420 (in Rs Thousands) for the
year ended on March 31, 2025

Key Audit Matter(s)

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 Financial Statements and Auditors Report Thereon

The Company''s management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Company''s
annual report, but does not include the financial statements and our auditors'' report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information
and we do net 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.

Responsibility of Management for Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial and the

Cash Flow Statement of the Company in accordance with the 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 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 statement
that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

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 management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so. The Board of Directors are also responsible for overseeing the company''s financial
reporting process.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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.

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

We also:

1. 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.

2. 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 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 controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

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

5. 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.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Standalone Financial Statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditors'' 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

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies

Act, 2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable,

As required by Section 143(3) of the Act, we report that:

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

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

(c) The standalone balance sheet, the standalone statement of profit and loss (including
other comprehensive income), the standalone statement of changes in equity and the
standalone statement of cash flows 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, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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

(f) 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, it is reported under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014 (as amended) that the company has not
used the accounting software with the feature of recording the audit trial for
maintaining its books of accounts.

(g) 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 B".

(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, 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 financial statements which would impact its financial position

ii. The Company has no long-term contracts as at 31^st March, 2025 and therefore
there are no material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company to the
Investor Education and Protection Fund by the Company during the year ended
31^st March, 2025.

iv. (a) The management has represented that, to the best of its knowledge and

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

(b) The management has represented that, to the best of its knowledge and
belief, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

(c) Based on such audit procedures that we considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (a) and (b) contain any material
misstatement.

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

For DHANA Associates

Chartered Accountants

ICAI FRN : 0510525C

Arun Khandelia

Partner

Membership No. 089125

Place: New Delhi

Date: 29.05.2025

UDIN: 25089125BMJMSX8907

---

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of SPA CAPITAL SERVICES LIMITED ("the Company"), which comprise the Balance sheet as at March 31 2024, the Statement of Profit and Loss including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the ''Basis for Qualified Opinion'' section of our report, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

1. The company has taken various loans, which were outstanding as on 31st March, 2024. The management has not provided the interest on some of the loans, which constitute a departure from the Accrual basis of accounting. The company''s records indicate that an Rs. 7,292/-(in Thousands) for the year ended on March 31, 2024 has not been provided as interest expenses on these loans, which would have been decrease the profit Rs. 7,292/-(in Thousands) for the year ended on March 31, 2024 and also increase the loan liability by same amount.

2. The company has given loans to various parties, which were outstanding as on 31st March, 2024 of Rs 1,41,438 (in Rs Thousands), however the company has not charged any interest on such loans given by the company, so in absence of the same the loans are loss assets as per the NBFC guidelines issued by RBI, however the company has not made any Provision for loss assets, which constitute a departure from the NBFC guidelines and in view of the same the company''s records indicate that profit of the company is overstated by 1,41,438 (in Rs Thousands) on account of non-provision of loss assets and also the provision for loss assets is understated by Rs 1,41,438 (in Rs Thousands) and the loan assets are overstated by 1,41,438 (in Rs Thousands) for the year ended on March 31, 2024

Emphasis of Matter

1. The company has purchased Bonds of ITNL Bonds in the current financial year of Rs 1,42,049 (in Rs Thousands) , However the bonds so purchased are not tradable in any active market so the.value of bonds purchased cannot be ascertained by us and therefore the same is not commented upon.

Information other than Financial Statements and Auditors Report Thereon

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and our auditors'' 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.

Responsibility of Management for Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial and the

Cash Flow Statement of the Company in accordance with the 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 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the company''s financial reporting process.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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.

• A*/4——

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

We also:

1. 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.

2. 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 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 controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

5. 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' 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

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies^’ f

uIfRN. 510^50^ J

Act, 2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

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

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

(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows 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, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) 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, it is reported under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) that the company has not used the accounting software with the feature of recording the audit trial for maintaining its books of accounts.

(g) 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 B".

(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, 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 financial statements which would impact its financial position

ii. The Company has no long-term contracts as at 31^st March, 2024 and therefore there are no material foreseeable losses.

iii. There were no amounts which required to be transferred by the Company 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, 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;

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(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or '' provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

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

For DHANA Associates

Chartered Accountants

ICAIFRN:0510525C a /'' a

Arun ------------

Partner \C V

Membership No. 089125 Place: New Delhi Date: 29.05.2024

U DIN: 24089125BKASCQ7903