To the Members of Pace Digitek Limited (Formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited)
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the standalone financial statements of Pace Digitek Limited (Formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited) (the "Company"), which comprise the standalone balance sheet as at March 31, 2025, and the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended on that date and notes to the standalone financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting standards prescribed under section 133 of the Act ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit (including other comprehensive income), 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) 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 ("ICAI") read 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Information Other than the Standalone 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 Directors Report but does not include the standalone financial statements and our auditors report thereon. The Directors 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 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 identified above when it became available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
When we read the Directors Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Managements and Board of Directors Responsibilities for the Standalone Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of the standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows 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, read with the relevant Rules issued thereunder.
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 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 Management and 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.
Those 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 the 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 judgement 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 Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management and Board of Directors.
Conclude on the appropriateness of Management and 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.
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.
Other Matter
The comparative financial information of the Company for the year ended March 31, 2024 and as at April 01, 2023 included in these standalone financial statements are based on the previously issued standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules 2006, audited by the predecessor auditor whose audit report dated June 23, 2024 for the year ended March 31, 2024 and audit report dated September 30, 2023 for the year ended March 31, 2023 both audit reports expressed an unmodified opinion on those standalone financial statements, as adjusted for the difference in the accounting principle adopted by the Company on transition of Ind AS, which have been audited by us.
Our opinion is not modified in respect of the above matter.
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 "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 except for the matter stated in paragraph 2(i)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014;
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;
e) On the basis of the written representations received from the directors as on May 07, 2025, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164 (2) of the Act;
f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
g) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements;
h) In our opinion, and according to the information and explanations given to us, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
i) 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, 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 as at March 31, 2025 on its financial position in its standalone financial statements - refer note no 50 (b) of notes to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There are no amounts which are 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 no 49 (d) of notes to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entities, 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, as disclosed in note no 49 (f) of notes to the standalone financial statements, no funds have been received by the Company from any person 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 Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures 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 (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. Based on our examination, which included test checks, the Company has maintained its books of account using accounting software that did not have the functionality to record an audit trail (edit log) for all relevant transactions throughout the year. Accordingly, we are unable to comment on the adequacy of the audit trail feature in the said software along with the preservation in accordance with the statutory requirements.
Annexure A to the Independent Auditors Report dated August 11, 2025 on the standalone financial statements of Pace Digitek Limited (Formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited) (the "Company") for the year ended March 31, 2025.
Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (the "Act") as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section of our report even date.
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangibles assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, property, plant and equipment have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its property, plant and equipment (including right of use assets), investment property or intangible assets or both during the year ended March 31, 2025. Accordingly, the requirement to report under clause 3(i) (d) of the Order is not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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 management has conducted physical verification of inventories at reasonable intervals during the year. In
our opinion, the frequency of verification by the management is reasonable and the coverage and procedure of such verification by the management is appropriate. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed on such physical verification.
(b) As disclosed in note no 51 of notes to the standalone financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks and/or financial institutions during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of standalone financial statements, the quarterly returns/statements filed by the Company with such banks and financial institutions are not in agreement with the books of accounts of the Company. Details of the same are given below:
| Quarter ending | Value per books of accounts (Rs. in million) - A | Value per quarterly return/statement (Rs. in million) - B | Variance (A-B) (Rs. in million) * |
| T rade receivables | |||
| June 30, 2024 | 8,948.79 | 9,823.70 | (874.91) |
| September 30, 2024 | 13,470.86 | 13,791.20 | (320.34) |
| December 31, 2024 | 14,191.35 | 14,375.70 | (184.35) |
| March 31, 2025 | 17,216.07 | 9,469.10 | 7,746.97 |
| T rade Payables | |||
| June 30, 2024 | 7,998.51 | 6,325.10 | 1,673.41 |
| September 30, 2024 | 8,886.72 | 7,758.60 | 1,128.12 |
| December 31, 2024 | 5,954.97 | 4,885.80 | 1,069.17 |
| March 31, 2025 | 10,370.03 | 10,580.40 | (210.37) |
| Inventory | |||
| June 30, 2024 | 1,446.09 | 1,432.00 | 14.09 |
| September 30, 2024 | 1,421.60 | 1,421.60 | - |
| December 31, 2024 | 1,354.26 | 1,161.40 | 192.86 |
| March 31, 2025 | 440.29 | 1,155.30 | (715.01) |
| Revenue | |||
| June 30, 2024 | 3,297.36 | 4,047.80 | (750.44) |
| September 30, 2024 | 7,412.62 | 7,412.80 | (0.18) |
| December 31, 2024 | 4,153.59 | 4,134.60 | 18.99 |
| March 31, 2025 | 7,246.21 | 7,125.00 | 121.21 |
* The difference is mainly due to reporting to banks are prior to quarterly closure of books.
(iii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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.
The details of the guarantees given are as mentioned below: -
| Particulars | Guarantees (Rs. in million) |
| Aggregate amount granted/ provided during the year | |
| - Subsidiaries | Nil |
| Balance outstanding as at balance sheet date in respect of above cases - Subsidiaries | 1,200.00 |
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the terms and conditions of guarantee provided by the Company during the year are not prejudicial to the Companys interest.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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)(c) of the Order is not applicable to the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no loans or advances 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) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year 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) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of guarantees provided by the Company, in our opinion the provisions of Section 185 and 186 of the Act have been complied. The Company has not made investment or given loan or any security.
(v) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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 Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. However, we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company is generally regular in depositing with appropriate authorities of undisputed statutory dues including goods and services 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 applicable to it. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable, except in case of employees provident fund and employees state insurance payments amounting to Rs. 0.09 million.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to goods and services tax, provident fund, employees state insurance, income-tax, sale-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which have not been deposited with the appropriate authorities on account of any dispute except the following:
| Name of the Statue | Nature of dues | Amount (Rs. in million) | Amount paid under protest (Rs. in million) | Period to which amount relates | Forum where dispute is pending |
| Income Tax Act, 1961 | Income Tax | 37.77 | - | FY 2014-15 | Appeal pending before the Commissioner of Income Tax |
| Income Tax Act, 1961 | Income Tax | 4.96 | 0.99 | FY 2013-14 | Appeal pending before National Faceless Appeal Centre |
| Income Tax Act, 1961 | Income Tax | 38.97 | - | FY 2013-14 | Principal CIT appealed before High Court |
| Karnataka Value Added Tax Act, 2003 | VAT Demand | 7.65 | 2.55 | FY 2008-2009 | Commercial Tax Officer (Audit) 2-1, D.V.O.-2, VTK 2, Bangalore -47. |
| Karnataka Value Added Tax Act, 2003 | VAT Demand | 3.87 | 1.16 | FY 2009-2010 | Asst. Commissioner of Commercial Taxes, (Audit) 2.4, D.V.O.-2, VTK 2, Bangalore -47. |
| Jharkhand Value Added Tax Act, 2005 | VAT Demand | 1.22 | - | FY 2013-2014 | Deputy Commissioner, West Circle, Ranchi |
| Jharkhand Value Added Tax Act, 2005 | VAT Demand | 2.72 | - | FY 2014-2015 | Deputy Commissioner, West Circle, Ranchi |
| Uttar Pradesh Value Added Tax Act, 2008 | VAT Demand | 8.59 | 8.89 | FY 2014-2015 | Deputy Commissioner of Commercial Taxes, Sector- 19, Lucknow, |
| Chhattisgarh Value Added Sales Tax Act, 2003 | Entry T ax | 0.01 | 0.00 | FY 2013-2014 | Asst. Commissioner Commercial Tax, Division-I, Raipur (CG) |
| Central Sales Tax Act, 1956 | CST Demand | 5.75 | 0.86 | FY 2014-2015 | Asst. Commissioner Commercial Tax, Division-I, Raipur (CG) |
| Goods and Service Tax, 2017 | GST Demand | 1.89 | 0.17 | FY 2017-2018 | Appeal Authority Patna |
| Central Excise Act, 1944 | Cenvat Reversal on Domestic Trading and Merchant Exports | 36.13 | 2.71 | January 2011 to March 2015 | Appeal is pending before CESTAT, Bangalore |
| Central Excise Act, 1944 | Cenvat Reversal on Domestic Trading and Merchant Exports | 4.81 | 0.36 | April 2015 to December 2015 | Appeal is pending before The Commissioner of Central Excise (Appeals-I), Domlur. |
| Customs Act, 1962. | Non consideration of BRC for DBK | 0.22 | 0.02 | FY 2013-2014 | Commissioner - Mumbai-III. |
| Customs Act, 1962. | DBK under Section 74 | 9.40 | 0.94 | FY 2016-2017 | Appeal is pending before CESTAT, Bangalore |
| Customs Act, 1962. | DBK Demand | 0.06 | 0.00 | FY 2014-2015 | The Commissioner of Customs, (Appeals), Domlur, Bengaluru. |
| Customs Act, 1962. | Non consideration of BRC for DBK | 0.54 | 0.04 | FY 2013-2014 | The Commissioner of Customs, (Appeals), Domlur, Bengaluru. |
| Customs Act, 1962. | DBK Claimed on Exports made by EOU | 2.45 | 0.18 | FY 2014-2015 | Govt of India, New Delhi Customs |
| Customs Act, 1962. | Non consideration of BRC for DBK | 5.38 | 0.40 | FY 2013-2014 | The Commissioner of Customs, (Appeals-II), JNCH, Raigad. |
| Goods and Service Tax, 2017 | GST order u/s.73 | 36.63 | 2.36 | FY 2019-2020 | Appeal Authority Uttar Pradesh, Noida |
| Goods and Service Tax, 2017 | GST Anti Evasition | 238.72 | - | FY 2017-2020 | Writ Petition, Karnataka High Court |
| Uttar Pradesh Value Added Tax Act, 2008 | VAT/CST Demand | 13.05 | - | FY 2015-2016 | Deputy Commissioner of Commercial Taxes, Sector- 19, Lucknow, |
| Uttar Pradesh Value Added Tax Act, 2008 | VAT/CST Demand | 1.12 | - | FY 2016-17 | Deputy Commissioner of Commercial Taxes, Sector- 19, Lucknow, |
| Uttar Pradesh Value Added Tax Act, 2008 | VAT/CST Demand | 17.60 | - | FY 2017-18 | Deputy Commissioner of Commercial Taxes, Sector- 19, Lucknow, |
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transaction, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. Accordingly, the requirement to report on clause 3(ix)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any term loan during the year. Accordingly, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.
(d) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for longterm purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone 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 subsidiary. The Company does not have any joint venture or associate. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.
(f) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, the Company has not raised loans during the year on the pledge of securities held in its subsidiary. The Company does not have any joint venture or associate. Accordingly, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.
(x) (a) According to the information and explanations given to us and procedures performed by us, the Company has not
raised any money during the year by way of initial public offer or further public offer (including debt instruments) and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has complied with provisions of sections 42 and 62 of the Act in respect of the preferential allotment / private placement of shares fully during the year. The amount raised, have been used for the purposes for which the funds were raised. Pending utilization of funds for which they were raised, surplus funds amounting to Rs. 2,300 million were temporarily invested in fixed deposit with banks. These funds were ultimately utilized for the stated purposes. However, there is no unutilized amount at balance sheet date.
(xi) (a) In our opinion, and according to the information and explanations given to us, we report that no fraud by the
Company or no fraud on the Company has been noticed or reported during the year.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the cost auditor/ secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 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) According to the information and explanations given to us, the Company is not a Nidhi Company as per the provisions of the Act and accordingly, clause 3(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations and records made available by the management of the Company and audit procedures performed, the Company is in compliance with Sections 177 and 188 of the Act where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, 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 year under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence the requirement to report on clause 3(xv) of the Order is not applicable to the Company.
(xvi) (a) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank
of India Act, 1934 (2 of 1934) 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 has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India and accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) The Company is not part of any group (as per the provisions of the Core Investment Companies Reserve Bank Directions, 2016 as amended). Accordingly, the requirement of clause 3(xvi)(d) of the Order are not applicable to the Company.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been resignation of the previous statutory auditors of the Company during the year and there is no issues, objections or concerns raised by the outgoing auditors.
(xix) On the basis of the financial ratios disclosed in note no 48 to the standalone financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone 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 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) The Company has not transferred the amount remaining unspent in respect of other than ongoing projects, to a
Fund specified in Schedule VII to the Companies Act, 2013 (the Act), till the date of the report. However, the period for such transfer i.e. six months of the expiry of the financial year as permitted under second proviso to sub-section (5) of section 135 of the Act, has not elapsed till the date of our report. This matter has been disclosed in note no. 39(b) to the standalone financial statements. Further, CSR obligation for the financial year 2023-24 and 2022-23 in respect of other than ongoing projects also not deposited in any fund. Detail of year wise CSR obligation in respect of other than ongoing projects is as follows:
| Financial year | Amount unspent on corporate social responsibility activities for other than ongoing projects | Amount transferred to Fund specified in Schedule VII within six months end of the financial year | Amount transferred after due date (September 30, 2024) |
| 2024-25 | Rs 14.39 million | - | - |
| 2023-24 | Rs. 2.39 million | - | - |
| 2022-23 | Rs. 1.65 million | - | - |
(b) According to the information and explanation provided to us, the Company has not undertaken any ongoing project during the year. Accordingly, the requirement to report on clause 3(xx)(b) of the Order is not applicable for the year.
(xxi) The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of the standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.
Annexure B to the Independent Auditors Report dated August 11, 2025 on the standalone financial statements of Pace Digitek Limited (Formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited) for the year ended March 31, 2025.
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")
(Referred to in paragraph 2(g) of Report on Other Legal and Regulatory Requirements section of our report even date)
We have audited the internal financial controls with reference to the standalone financial statements of Pace Digitek Limited (Formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited) (the "Company") as of March 31, 2025, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements and Board of Directors Responsibilities for Internal Financial Controls
The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal financial controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") 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 opinion on the Companys internal financial controls with reference to the standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and Standard on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 with reference to the standalone financial statements were 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 with reference to the standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures 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 is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone Financial Statements
A Companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to the 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 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 the Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to the 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, adequate internal financial controls with reference to the standalone financial statements and such internal financial controls with reference to the standalone financial statements were operating effectively as at March 31, 2025, based on the internal financial controls with reference to the standalone financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note.
| For S S Kothari Mehta & Co. LLP Chartered Accountants Firms Registration No. 000756N/N500441 | |
| Sd/- AMIT GOEL Partner Membership No. 500607 | |
| Date: August 11, 2025 Place: New Delhi UDIN: 25500607BMLAVX8244 |
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