To the Members of DIGIKORE STUDIOS LIMITED (Formerly known as Digikore Studios Private Limited)
Report on the audit of the Standalone Financial Statements
Opinion
We have audited the standalone annual financial statements of DIGIKORE STUDIOS LIMITED (Formerly known as Digikore Studios Private Limited) (hereinafter referred to as the "Company") which comprise the standalone balance sheet as at 31 March 2025 and the standalone statement of profit and loss and the standalone statement of cash flows for the year ended 31 March 2025 and , notes to the standalone financial statements including material accounting policies and other explanatory information (herein 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, 201 3 ("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 31 March 2025, and its loss and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(1 0) of the Companies Act, 201 3 ("the Act"). Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our 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 for the financial year ended 31 March 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.
the basis for our audit opinion on the accompanying standalone financial statements.
Other Matter
1 .The Statement includes the results for the half year ended 31 March 2025, which is the balancing figure between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the half year ended 30 September 2024, which were subject to a limited review by predecessor auditor.
2.We were appointed as statutory auditors of the Company for the first time for the financial year ended 31 March 2025. The figures for the half year ended 30 September 2024 were reviewed by the predecessor auditor, whose report has been furnished to us and relied upon for the purpose of our audit. Our opinion is not modified in respect of the above matter.
| THE KEY AUDIT MATTER | HOW THE MATTER WAS ADDRESSED IN OUR REPORT. |
Unbilled Revenue- |
Principal Audit Procedures |
| Accounting for unbilled revenue is an exercise of recognising revenue based on accounting policies when an invoice/ charge on the customer is yet to be made for supply of services. Revenue on Projects (Service Contracts) such as bidding contracts, where the performance obligations are satisfied over time is recognise using the percentage-of-completion method. Efforts or costs expended are used to determine progress towards completion as there is a direct relationship between input and productivity. Progress towards completion is measured as the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts. | Our audit procedures related to estimates of total expected costs or efforts to complete for bidding contracts included the following, among others: |
| Use of the percentage-of-completion method requires the Company to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. | We tested the effectiveness of controls relating to |
| We identified the recognition of unbilled revenue as a key audit matter as the estimation of efforts or costs involves significant judgment throughout the period of the contract and is subject to revision as the contract progresses based on the latest available information. This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts or costs incurred to-date and estimates of efforts or costs required to complete the remaining contract performance obligations over the life of the contracts. | 1 .reviewing the efforts or costs incurred and estimation of efforts or costs required to complete the remaining contract performance obligations and |
| 2.reviewing the controls pertaining to recording &allocation systems which prevent unauthorised changes to recording of efforts incurred. | |
| We selected a sample of bidding contract accounted using percentage-of completion method and performed the following: | |
| Compared efforts or costs incurred with Groups estimate of efforts or costs incurred to date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining costs or efforts to complete the contract. | |
| Review the computations of total revenue recognisable and comparisons with the billing done up to the balance date to identify the unbilled revenue. | |
Intangible Assets - |
Audit Procedures performed: |
| as described in Note 1 1 (Intangible assets) The Group recognizes internally generated intangible assets i.e. software and application platform. Initial recognition is based on assessing each project in relation to specific recognition criteria that needs to be met for capitalization. The assessment involves management judgment on matters such as technical feasibility, intention and ability to complete the development of such intangible asset, ability to use or sell the asset, generation of future economic benefits and the ability to measure costs reliably. Due to the materiality of the assets recognized and the level of management judgement involved being significant, initial recognition and measurement of internally generated intangible assets is a key audit matter. | We assessed the management process and procedures related to initial recognition criteria for intangible assets, allocation of budgets, measurement of time recorded on development and establish the basis for capitalization. |
| -We tested the amount capitalized from the underlying records and information for expenses. | |
| -We performed inquires with management regarding key assumptions used and estimates made in capitalizing development costs and assessed those assumptions and estimates. | |
| We also considered the useful economic life attributed to the assets. |
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report but does not include the financial statements and auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors 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 m isstated.
When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management and Board of Directors Responsibilities for the Standalone Financial Statements
This statement, which is responsibility of the Companys Management and approved by the Board of Director, has been prepared on the basis of the standalone Financial Statement. The Companys Board of Directors are responsible for the preparation and presentation of these standalone financial statements that give a true and fair view of the net loss and other financial information in accordance with the recognition and measurement principles laid down in Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regufation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring 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, the Board of Directors are responsible for assessing the Companys 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.
The Board of Directors is responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 scepticism throughout the audit. We are also:
i. 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.
ii. 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 through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Board of Directors.
iv. Conclude on the appropriateness of the 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
V. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditors 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", a statement on the matters specified in paragraph 3 & 4 of the order, to the extent applicable / such required reporting is not applicable to the company.
2) As required by Section 143 (3) of the Act, 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 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 Statement of Profit and Loss 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016.
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 1 64 (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 control refer to our separate report in Annexure B" to this report.
g) The provisions of section 1 97 read with Schedule V of the Act is applicable to the Company for the year ended March 31, 2025.
h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 1 1 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company does not have any pending litigations as on the date of 31/03/2025 of Standalone financial statements. L&T Report.
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 during the year ended March 31, 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.
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub- clause (a) and (b) contain any material misstatement.
v. No Dividend has been declared or Paid during the year by the Company.
vi. The Based on our examination which included test checks, the Company has used such accounting software for maintaining its books of account which 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 and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
For SKPN & Associates LLP.
Chartered Accountants FRN: 154291W/W100923
CA Pravin Gavane
Partner
MRN: 122952
UDIN: 25122952BMJOBL2481 Place: Pune Date: 05-09-2025
Annexure A to Independent Auditors Report
In terms of the information and explanations sought by us and given by the Company and the books of account made available to us in the normal course of audit and to the best of our knowledge and belief, we report that:
i. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant, and equipment. The Company has not acquired or purchased any intangible assets and accordingly, the requirement to report on item (B) of sub-clause
(a) of clause (i) of Paragraph 3 of the Order is not applicable to the Company.
(b) Property, plant, and equipment have been physically verified by the management during the half yearly as there is a regular program of verification. In our opinion, the frequency of verification is reasonable.
(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 13 to the financial statements are held in the name of the Company.
(d) The Company has not revalued its Property, Plant, and Equipment (including Right of Use assets) or intangible asset or both during the year, and hence, this clause is not applicable to the Company.
(e) There are no proceedings initiated or are pending against the Company for holding any Benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
ii. (a) The companys Business does not require maintenance of inventory and accordingly, the requirement to report on clause 3(ii)(a) of the order is not applicable to the company
(b) According to the information and explanations given and on the basis of our examination of the records of the Company, the bank has sanctioned overdraft limits against security of Immovable property and not on the basis of security of current assets, the company is not required to submit monthly or quarterly statement of current assets or liabilities hence we have not commented upon quarterly returns or statements filed by the Company with such banks vis-a-vis the books of account of the Company.
iii. (a) During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(a) of the Order is not applicable to the Company.
(b) During the year the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to [companies, firms, Limited Liability Partnerships or any other parties]. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.
(c) The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.
(d) The Company has not granted loans or advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.
(e) There were no loans or advance in the nature of loan granted to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.
(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
iv. There are no loans, investments, guarantees, and security in respect of which provisions of sections 1 85 and 1 86 of the Companies Act, 201 3 are applicable and accordingly, the requirement to report on clause 3(iv) of the Order is not applicable to the Company.
v. The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made there under, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
vi. The Company is not in the business of sale of any goods or provision of such services as prescribed. Also, the Company is registered as a Micro or Small Enterprise (MSME) under the Micro, Small and Medium Enterprises Development Act, 2006 hence such cost records & cost audit not applicable to company.
vii. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, goods and services tax, duty of customs, the duty of excise, value-added tax, cess and other material statutory dues, as applicable, with the appropriate authorities except following. Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. According to the information and explanations given to us and based on audit procedures performed by us, undisputed dues in respect of income-tax (Tax Deducted at Source) which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows.
| SR. NO | NAME OF STATUTE | NATURE OF DUES | AMOUNT (IN RS.) | PERIOD TO WHICH AMOUNT RELATES | DUE DATE | DATE OF PAYMENT |
| 01 | Income Tax | TDS on Contract (u/s 194C) | 1,32,904.00 | FY 2024-25 | 31/03/2025 | 01/09/2025 |
| 02 | Income Tax | TDS u/s 194J | 6,50,693.00 | FY 2024-25 | 31/03/2025 | 01/09/2025 |
| 03 | Income Tax | TDS u/s 194J | 2,55,000.00 | FY 2024-25 | 07/07/2024 | 23/06/2025 |
| 04 | Income Tax | TDS u/s 194I | 6,51,003.00 | FY 2024-25 | 31/03/2025 | 01/09/2025 |
| 05 | Income Tax | TDS u/s 192A | 1,19,730.00 | FY 2024-25 | 31/03/2025 | 13/06/2025 |
| 06 | Income Tax | TDS u/s 192B | 18,36,186.00 | FY 2024-25 | 31/03/2025 | 29/08/2025 |
| 07 | Income Tax | TDS u/s 195 | 34,688.00 | FY 2024-25 | 07/05/2024 | 23/06/2025 |
| 08 | Income Tax | TDS u/s 195 | 10,361.00 | FY 2024-25 | 07/06/2024 | 23/06/2025 |
| 09 | Income Tax | TDS u/s 195 | 4,984.00 | FY 2024-25 | 07/07/2024 | 28/05/2025 |
| 10 | Income Tax | TDS u/s 195 | 1,24,387.00 | FY 2024-25 | 31/03/2025 | 01/09/2025 |
(b)According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, goods, and cess due to the appropriate authorities which have not been deposited on account of any dispute except following.
SR. NO |
NAME OF STATUTE | NATURE OF DUES | AMOUNT (IN RS.) | PERIOD TO WHICH AMOUNT RELATES |
| 01 | Income Tax Act, 1961 | Outstanding Income Tax Demand as per Section 143(1 A) | 5,481 | AY 2018-19 |
| 02 | Income Tax Act, 1961 | Outstanding Income Tax Demand as per Section 143(1 A) | 2,183 | AY 2017-18 |
| 03 | Income Tax Act, 1961 | Outstanding Income Tax Demand as per Section 143(1 A) | 9,02,315 | AY 2016-17 |
| 04 | Income Tax Act, 1961 | Outstanding Income Tax Demand as per Section 143(1 A) | 19,98,168 | FY 2024-25 |
| 05 | Income Tax Act, 1961 | TDS Defaults as intimated by Income Tax Department in respect of Short Payment and Short Deduction Including Interest | 2,49,790 | FY 2024-25 |
| 06 | Income Tax Act, 1961 | TDS Defaults as intimated by Income Tax Department in respect of Short Payment and Short Deduction Including Interest | 7,40,000 | FY 2023-24 |
| 07 | Income Tax Act, 1961 | TDS Defaults as intimated by Income Tax Department in respect of Short Payment and Short Deduction Including Interest | 5,80,230 | Prior to the FY 2021-22 |
| 08 | Finance Act, 1994 | As per Show Cause Notice received from Service Tax Department | 1,90,58,412 | FY 2015-16 to FY 2016-17 |
Viii.There were no transactions which have, during the financial year 2024-25, been surrendered or disclosed as income during the year in the tax assessment under the Income-tax Act, 1961. Hence accordingly the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
ix). (a) The Company is not defaulting its repayment of loans or borrowing to financial institutions, banks, or Government.
(b) The Company is not a declared wilful defaulter by any bank or financial institution or other lender.
(c) The term loans were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures, or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.
x. a) The Company has not raised any money by way of initial public offer (IPO), further public offer (FPO) (including debt instruments) during the financial year. Accordingly, the provisions of Clause (x)(a) of CARO 2020 are not applicable to the Company.
(b)The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year, hence provision of the clause (x) (b) of CARO 2020 are not applicable to the company.
xi. (a)We have not, prima facie, noticed any fraud (i.e. intentional material misstatements resulting from fraudulent financial reporting and misappropriations of assets) on or by the company, during the year. Further, the management has represented to us that no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year. However, we are unable to determine/verify as to whether any such reporting has been made during the year or not.
(b) During the year, no report under sub-section (1 2) of section 143 of the Companies Act, 201 3 has been filed by us in Form ADT-4 as prescribed under Rule 1 3 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
xii. (a) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) of the Order is not applicable to the Company.
(b) The Company is not a Nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(b) of the Order is not applicable to the Company.
(c) The Company is not a Nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(c) of the Order is not applicable to the Company.
xiii. All transactions with related parties are in compliance with section 177 and 1 88 of the Companies Act, 201 3 where applicable and the details have been disclosed in the financial statements etc. as required by the applicable Accounting Standards.
xiv. (a) The Company has an internal audit system commensurate with the size and nature of its business.
(b)The Company is appointed internal auditor as per clause (c) of sub-rule 1 of rule 1 3 of the Companies (Accounts) Rules, 2014 r.w.s 138 of the Companies Act, 2013.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1 934 (2 of 1 934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
xvii. The Company has incurred cash losses of Rs. 643.71 lakhs in the current financial year under audit and not incurred any cash losses in the immediately preceding financial year.
xviii. According to the information and explanations given to us, the statutory auditor has resigned during the year. As informed, the outgoing auditor has not raised any issues, objections or concerns; hence, nothing has come to our attention that needs to be considered in this regard.
xix. On the basis of the financial ratios disclosed in notes to the Standalone financial statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. (a)In respect of other than ongoing projects, based on our audit procedures, the Company had an unspent amount of ?4,98,985.00 as at 31st March 2025, pertaining to CSR activities other than ongoing projects. The said amount was spent on 14th August 2025, i.e. within six months from the end of the financial year, in compliance with Section 1 35(5). Therefore, the company has complied with the requirements.
(b)This clause is not applicable to the Company for the financial year under audit as there is no on-going project as defined under sub-section (5) of section 1 35 of the Companies Act, 2013.
xxi. Reporting under clause xxi of the Order is not applicable at the standalone level of reporting.
For SKPN & Associates LLP
Chartered Accountants
(ICAI Firm Reg. No.154291W/W100923)
CA. Pravin Gavane Partner
M. No. 122952
UDIN NO: 25122952BMJOBL2481 Place: Pune Date: 05-09-2025
Annexure B to Independent Auditors Report
Report on the Internal Financial Controls with reference to aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the internal financial controls over financial reporting of DIGIKORE STUDIOS LIMITED (Formerly known as Digikore Studios Private Limited) ("the Company") as of 31 March 2025 in conjunction with our audit of Standalone financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2025, based on the internal control with reference to Standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
However, we note that the Company has not effectively implemented monitoring controls through its internal audit function for a continuous period of four months during the year, as the internal audit reports for that period were not made available to us. This indicates a weakness in the monitoring component of the internal financial control system. Based on the nature and extent of this matter, in our judgment, it does not have a material impact on the Companys internal financial controls over financial reporting as of 31 March 2025.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opini on on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(1 0) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testingand evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to Standalone financial statements.
Meaning of Internal Financial Controls with Reference to Financial Statement
A companys internal financial control with reference to financial statement is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For SKPN & Associates LLP
Chartered Accountants
(ICAI Firm Reg. No.154291W/W100923)
CA. Pravin Gavane Partner
M. No. 122952
UDIN NO: 25122952BMJOBL2481 Place: Pune Date: 05-09-2025
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