digispice technologies ltd Auditors report

To the Members of

DiGiSPICE Technologies Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the accompanying standalone financial statements of DiGiSPICE Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity, the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, its loss including the other comprehensive income, the changes in equity and its cash flows 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

(SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards 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 standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence 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 for the financial year 31^st March, 2023. 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. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. N. Key Audit Matter	Auditors Response
1. Revenue Recognition	Our audit approach consisted testing of the design and operating
For the financial year ended 31st March, 2023, the Company	effectiveness of the internal controls and substantive testing as
has recorded revenue of H 5497.18 Lakhs. The accounting	follows:
policies for revenue recognition are set out in Note 2.4 (d)	- Selected samples of continuing and new contracts, and tested
and the different revenue streams of the Company have been	the operating effectiveness of the internal control, relating
disclosed in Note 21 to the standalone financial statements.	to identification of the distinct performance obligations and
It involves certain key judgements relating to identification	determination of transaction price. We carried out a combination
of distinct performance obligations, determination of	of procedures involving enquiry and observation, reperformance
transaction price of the identified performance obligations,	and inspection of evidence in respect of operation of these
the appropriateness of the basis used to measure revenue	controls.
recognised over a period. Revenue recognition is susceptible	- Tested the relevant information technology systems access and
to the higher risk that the revenue is recognised when	change management controls relating to contracts and related
performance obligation has not been completed. This was	information used in recording revenue.
audit effort was directed.	- Compared these performance obligations with that identified
	and recorded by the Company.
	- Considered the terms of the contracts to determine the
	transaction price.
	- Samples in respect of revenue recorded for time and material
	contracts were tested using a combination of customer
	acceptances, subsequent invoicing and historical trend of
	collections and disputes.
	- Sample of revenues disaggregated by type and service offerings
	was tested with the performance obligations specified in the
	underlying contracts.
	- Performed analytical procedures for reasonableness of revenues
	disclosed by type and service offerings.
	We found the Companys revenue recognition to be consistent with
	its accounting policy. We are satisfied that the Companys revenue
	has been appropriately recognised and disclosure in the relevant
	accounting period.
2 Current Taxes and Deferred Taxes	We assessed the adequate implementation of the policies and
	controls regarding current and deferred tax. We evaluated the design
	and implementation of controls in respect of provisions for current
31st March, 2023. The accounting policies for current tax	tax and the recognition and recoverability of deferred tax assets. We
	examined the procedures in place for the current and deferred tax
	calculations for completeness and valuation and audited the related
14 to the standalone financial statements. Also refer Note	tax computations and estimates in the light of our knowledge of the
No. 31, 34C of standalone financial statements. There is	tax circumstances. We performed an assessment of the major items
significant judgement involved in accounting for taxes,	impacting the Companys tax expense, balances and exposures. In
	respect of deferred tax assets, we assessed the appropriateness of
and exposures to income laws in India. This gives rise to	managements assumptions and estimates, including the likelihood
complexity and uncertainty in respect of the calculation of	of generating sufficient future taxable income to support deferred
	which shall be available for utilisation in future. We found that tax
with the judgement and estimation required to determine	provision and deferred tax assets are appropriately recognised and
their values, the evaluation of current tax and deferred tax	disclosed in the standalone financial statement.
assets is considered to be a key audit matter.
3 Valuation of trade receivables	We obtained an understanding of the Companys credit policy for
	trade receivables, process of approvals and terms and conditions
	and evaluated the process for identifying impairment indicators.
	We have reviewed and tested the ageing of trade receivables and
As disclosed in Notes to the standalone financial statements,	managements assessment on the credit worthiness of selected
the Company assesses periodically and at each reporting	customers for trade receivables. We further discussed with the key
	management on the adequacy of the allowance for credit losses
When there is expected credit impairment, the amount and	recorded by the Company and reviewed the supporting documents
	provided by management in relation to their assessment. We have
	also reviewed adequacy and appropriateness of allowance for
similar credit risk characteristics. The carrying amount of	credit impairment based on available information. Based on our
	audit procedures performed, we found managements assessment
	of the recoverability of trade receivables to be reasonable and the
significance and the degree of judgement required to estimate the expected credit loss and determining the carrying amount of trade receivables as at the reporting date.	disclosures to be appropriate.

Other Information

The Companys 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 standalone financial statements anc our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statement: 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 financia 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 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 othei information, we are required to report that fact. When we read the Annual Report, if we conclude that there is a materia misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the applicable laws and regulations.

Responsibilities of Management for the Standalone Financial Statements

The Companys 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 income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind -AS) specified under Section 133 of the Act . This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 is 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 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 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 skepticism throughout the audit. We also:

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the 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.

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

Conclude on the appropriateness of managements 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.

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 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 for the financial year ended 31^st March, 2023 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

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

2. 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 Balance Sheet, the Statement of Profit and Loss including Other comprehensive Income, Statement of changes in equity and the 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 Indian Accounting Standards (Ind AS) specified under Section 133 of the Act;

(e) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34C to the financial statements;

ii. The Company did not have any material foreseeable losses in long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, 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 Note 47 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediaries 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, as disclosed in the Note 47 to the standalone financial statements, no funds have been received by the Company from any persons or entities, 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, we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

(h) The Company has paid/provided for remuneration to its directors in compliance with the relevant provisions of Section 197 of the Act;

(i) The Company has not declared/paid any dividend during the year, therefore reporting regarding compliance of Section 123 of the Companies Act,

2013 is not applicable; and

(j) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable for the Company with effect from 1^st April, 2023, and accordingly reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule,

2014 is not applicable for the financial year ended 31^st March, 2023.

	For Singhi & Co.
	Chartered Accountants
	Firm Reg. No. 302049E
	Bimal Kumar Sipani
	Partner
Place: Noida (Delhi-NCR)	Membership No.088926
Date: 19th May,2023	UDIN: 23088926BGXBAQ4361

Annexure A to Independent Auditors Report of even date to members of DiGiSPICE Technologies Limited on the financial statements as of and for the year ended 31^st March, 2023 (Referred to in paragraph 1 of our report of even date on the other legal and regulatory requirements)

(i) a) A) The Company has maintained proper records (iii

showing full particulars, including quantitative details and situation of property, plant & equipment and relevant details of Right-of- Use Assets.

B) The Company has maintained proper records showing full particulars of Intangible Assets.

b) The Company has a planned programme of physical verification of its Property, Plant and Equipment by which all its Property, Plant and Equipment are physically verified once in three years. In our opinion, this periodicity of physical verification is not reasonable having regard to size of the Company and nature of its assets. In accordance with this programme, property, plant and equipment are not physically verified during the current year.

c) The title deed of immovable properties included in Property, Plant and Equipment, Right-of-Use Assets and Investments Property are held in the name of the Company except Leasehold Land having gross carrying value of I 397.79 Lakhs and Building having gross carrying value of I 800.81 Lakhs and as on 31^st March, 2023 acquired in the financial year 2018-19 pursuant the Scheme of Arrangement is not held in the name of the Company and title deeds continue in the name of Spice Digital Limited (now known as Spice Money Limited) (refer Note No. 5B of standalone financial statements).

d) On the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment, Right-of-Use Assets and Intangible Assets during the year. Therefore, provisions of clause 3(i)(d) of the Order are not applicable to the Company.

e) According to the information and explanations given to us, no proceedings have been initiated or is pending against the Company during the year for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. Therefore, provisions of clause 3(i)(e) of the Order are not applicable to the Company.

(ii) a) The Company has no inventory as at 31^st March, 2023.

Therefore, provisions of clause 3(ii) of the Order are not applicable to the Company.

b) The Company has been sanctioned working capital limit in excess of I 5 Crores from a bank on the basis of pledge of deposits with bank. There is no requirement for filing of any quarterly returns/ statements by the Company with the bank. Therefore, provisions of clause 3(ii)(b) of the Order are not applicable to the Company.

a) Based on the books of account examined by us and according to information and explanation given to us, the Company has not granted loans or provided advances in the nature of loans, or stood guarantee, or provided security during the year.

b) In our opinion and according to the information and explanations given to us, the investments made during the year are not prejudicial to the interest of the Company. The Company has not granted any loan, advances in nature of loan and not provided any guarantee during the year.

c) The Company has granted a loan of I 300.00 Lakhs to a subsidiary Company in earlier year for which repayment of principal and payment of interest thereon has been stipulated. The Company has acquired loans and advance in nature of loan aggregating I 6,084.46 Lakhs pursuant to Scheme of Arrangement in earlier year, for which repayment of principal and payment of interest thereon are on demand. Repayment of principal of above loans and payment of interest is not regular therefore, the Company has considered these loans and interest thereon to the extent accounted for as doubtful and same have been fully provided in books of account in earlier years out of which I 5,345.14 Lakhs has been written off during the current year.

d) Based on the books of account and other relevant records examined by us, there is no amount of principal and interest considered good for recovery were due for payment during the year. In the following cases repayment of principal and payment of interest thereon to the extent accounted for in the books of account and considered doubtful were overdue for more than 90 days.

Particulars	I (in Lakhs)
Aggregated loan/advance in nature of loan to Related Parties	1,039.32
Aggregated interest on above	-
Loan/ Advance in nature of loan to Others	-
Aggregated interest on above	-
Total	1,039.32
Less: Provision for bad and doubtful balances	1,039.32
Net Carrying Value	-

According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdue of existing loans given to the

e) Following loans and advances in nature loan, fully provided in the books of account, were repayable on demand or without specifying any terms or period of repayment:

Particulars	All other parties	Promoters	Related Parties
Aggregate amount of loan/advances in nature of loans
- Repayable on demand (A)	-	-	1,039.32
- Agreement does not specify any terms or period of payment (B)	-	-	-
Total (A+B)	-	-	1,039.32
Percentage of loans/advances in nature of loans to the total loans/ advances in nature of loans	-	-	100%

(iv) According to information and explanations given by the management and based on audit procedure performed by us, there is no loan granted or guarantee or security provided under Section 185 of the Companies Act, 2013. The Company has made investment during the year which is in compliance with Section 186 of the Companies Act, 2013, and no loan granted, guarantee given or security provided under Section 186 of the Companies Act, 2013 during the year.

(v) The Company has not accepted any deposit or amount which are deemed to be deposits covered under Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the year. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) The maintenance of cost records prescribed under the Section 148 (1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 was not applicable on the Company. Therefore, provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) a) According to the records of the Company

examined by us, the Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Value Added tax, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed outstanding statutory dues as at the year end for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no statutory dues referred to in subclause (a) on account of any dispute remain unpaid.

(viii) According to the information and explanations given to us and the records of the Company examined by us, there are no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the year.

(ix) a) The Company has not defaulted in repayment of

loans and in payment of interest thereon to any lender during the year. Therefore, the provisions of clause 3(ix)(a) of the Order are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not been declared willful defaulter by any bank or financial institution or other lender. Therefore, the provisions of clause 3(ix)(b) of the Order are not applicable to the Company.

c) Based on the books of account examined by us, no term loan was obtained during the year. Therefore, the provisions of clause 3(ix)(c) of the Order are not applicable to the Company.

d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis during the year have been used for long-term purposes by the Company.

e) According to the information and explanations given to us and 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 or associates. The Company has no joint ventures. Therefore, the provisions of clause 3(ix)(e) of the Order are not applicable to the Company.

f) According to the information and explanations given to us and books of accounts examined by us, the Company has not raised any loan during the year on pledge of securities held in its subsidiaries or associates. The Company has no joint ventures. Therefore, the provisions of clause 3(ix)(f) of the Order are not applicable to the Company.

) a) During the year, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) or term loan. Therefore, provisions of clause 3(x)(a) of the Order 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. Therefore, the provisions of clause 3(x)(b) of the Order are not applicable to the Company.

i) a) Based upon the audit procedures performed and considering the principles of materiality outlined

reporting the true and fair view of the financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management during the course of the audit.

b) According to the information and explanation given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) According to the information and explanation given to us, no whistle blower complaints were received by the Company during the year. Therefore, the provisions of clause 3(xi)(b) of the Order are not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, and as per records of the Company examined by us, transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and details for the same have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

(xiv) a) Based on information and explanations given to

us and our audit procedure, in our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in Section 192 of the Act. Therefore, the provisions of clause 3(xv) of the Order is not applicable to the Company.

(xvi) a) According to the information and explanations

given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provisions of clause 3(xvi)(a) of the Order are not applicable to the Company.

b) In our opinion, the Company has not conducted

activities during the year. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause 3(xvi)(c) of the Order are not applicable to the Company.

d) According to the representations given by the management, the Group has not more than one CIC.

(xvii) The Company has incurred cash loss of I 353.26 Lakhs during the financial year covered by our audit but has not incurred any cash loss during the immediately preceding financial year.

(xviii) There has been no resignation of statutory auditor during the year. Therefore, the provisions of clause 3(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, 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 the Company is not capable of meeting its liabilities existing at the date of 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) The Company has no unspent amount relating to CSR activity, which is required to be transferred to a fund specified in Schedule VII to the Companies Act 2013. Therefore, the provisions of clause 3(xx) of the Order are not applicable to the Company.

	For Singhi & Co.
	Chartered Accountants
	Firm Reg. No. 302049E
	Bimal Kumar Sipani
	Partner
Place: Noida (Delhi-NCR)	Membership No.088926
Date: 19th May,2023	UDIN: 23088926BGXBAQ4361

Annexure B to Independent Auditors Report of even date to the members of DiGiSPICE Technologies Limited on the Standalone Financial Statements as of and for the year ended on 31^st March, 2023 (refer to in paragraph 2(f) of our report on other legal and regulatory requirements)

We have audited the internal financial controls wit! reference to standalone financial statements of DiGiSPICE Technologies Limited ("the Company") as of 31^st March 2023 in conjunction with our audit of the standalone financia statements of the Company for the year ended on that date

Managements Responsibility for Internal Financia Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the interna control over the financial reporting criteria established by the Company considering the essential components of interna control stated in the Guidance Note on Audit of Internal Financia Controls over Financial Reporting issued by the Institute o Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively fo 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, a; required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company internal financial controls with reference to standalone financia statements based on our audit. We conducted our audit ir accordance with the Guidance Note on Audit of Internal Financia Controls Over Financial Reporting (the "Guidance Note") and the standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to as audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those standards and the Guidance Note require that we comply with ethical requirements of and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financia statements was established and maintained and if such control; operated effectively in all material respects.

Our audit involves performing procedures to obtain audi evidence about the adequacy of the internal financial control; system with reference to standalone financial statements anc their operating effectiveness. Our audit of internal financia controls with reference to standalone financial statement; included obtaining an understanding of internal financia controls with reference to standalone financial statements assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness o internal control based on the assessed risk. The procedure selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error

We believe that the audit evidence we have obtained i sufficient and appropriate to provide a basis for our audi opinion on the Companys internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A Companys internal financial control with reference to standalone financial statements 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 with reference to standalone financial statements 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 authorisation of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or i 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 Standalone Financial Statements

Because of the inherent limitations of Internal Financial Controls with reference to standalone 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at 31^st March, 2023 based on the internal control over the 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.

	For Singhi & Co.
	Chartered Accountants
	Firm Reg. No. 302049E
	Bimal Kumar Sipani
	Partner
Place: Noida (Delhi-NCR)	Membership No.088926
Date: 19th May,2023	UDIN: 23088926BGXBAQ4361