Panache Digilife Ltd Auditor Reports

To,

The Shareholders of Panache Digilife Limited,

Bldg. A3, 102-108 & 201-208, Babosa Industrial Park, Bhiwandi, Thane 421302.

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Panache Digilife Limited

("the Company"), which comprises the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flow for the year ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Ind AS Financial Statements").

Opinion

In our opinion and to the best of our information and according to the explanations given to us by the management of the Company, the aforesaid Ind AS 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 under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015 as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2025, and its profit (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis of Our Opinion

We conducted our audit of the Ind AS 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 Ind AS financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India, ("ICAI") together with the ethical requirements that are relevant to our audit of the Ind AS 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 ICAIs 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 Ind AS financial statements.

Key Audit Matters

Key Audit Matters ("KAM") are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the Ind AS Financial Statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.

Key Audit Matter	How our audit addressed the Key Audit Matter
1. Issue of Additional Equity Shares to Investors and Equity Warrants to the Promoters.
During the year ended 31st March,2025, the Company, as part of its capital raising initiatives, has issued additional equity shares to the investors on a preferential basis and equity share warrants to the promoters. These issuances were carried out in accordance with the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, and the applicable SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity warrants entitle the holders (promoter) to apply for equity shares at a future date at a predetermined price.	Our procedures included, but were not limited to, the following:
We consider this a key audit matter due to the material impact of these transactions on the Companys capital structure and financial position, and the involvement of significant judgments and estimates, including:	• Reviewed Board and shareholders resolutions approving the issuance of equity shares and warrants,
• Determination of fair value of equity shares and warrants.	• Examined compliance with applicable provisions of the Companies Act, 2013, including Sections 42 and 62, and SEBI (ICDR) Regulations,
• Compliance with regulatory and procedural requirements under the Companies Act, 2013 and SEBI Regulations.	• Verified valuation reports issued by an independent registered valuer to assess the basis for determining issue price,
• Accounting treatment of equity share capital, securities premium, share application/warrant money received, treatment of expenses in respect of issue of shares & warrants.	• Inspected Form PAS-3 and other related statutory filings with the Registrar of Companies.
• Adequacy and accuracy of financial statement disclosures relating to these issuances.	• Evaluated the accounting treatment of proceeds received, including classification between share capital, securities premium, and warrant money, including treatment of expenses in relation to issue of shares & warrants as per IndAS 32 para 37.
	• Assessed the disclosures in the standalone financial statements, including Notes to Accounts, to ensure adequacy and compliance with Schedule III to the Companies Act, 2013 and applicable Indian Accounting Standards. (Refer Note No.16)
2. Wholly owned Subsidiary - Technofy Digital Private Limited being a nongoing concern
In respect of Technofy Digital Private Limited (Wholly owned Subsidiary of Panache Digilife Limited), the accounts of the company have been prepared based on the assumption that the company is not going concern for the year ended 31st March 2025, due to the following reason:	We have carried out the following audit procedures to address our key audit considerations with respect to the said matter; -
The subsidiary company has a single and significantly important asset i.e Leasehold Land situated in Bilimora Industrial Area, GIDC, Gujarat upon which it had planned to operate its business, by way of either leasing Part of the area to other entities and/or setting up an IT Industry leading to expansion of its Parents business.	• Understood the objective of management behind the considering the subsidiary as not going concern.
However, due to lockdown - alike situations across the country due to the Covid-19 pandemic, these operations were not considered feasible by the Company due to low demand and simultaneous high costs for setting up of business.	• Evaluated the financials of the wholly owned subsidiary and assessed the ability of the subsidiary to repay the loan provided by the company, thereby determining whether any provision for credit losses was required on such loan provided.
The Management is of the view that the company may establish / carry out / change / plan its business activity in future, which will be time tested. But as far as current years Financial Statements are concerned, the fundamental accounting assumption of Going Concern continues to be inappropriate as previous years.	• Considered the liquidity of existing assets on the balance sheet of wholly owned subsidiary.
In respect of unsecure financial support to the subsidiary, the Management has represented that although the Subsidiarys Going concern assumption is inappropriate, there is high probability of this amount getting recovered in the future. Thus, no Provision for Impairment has been created.	• Considered potential downside scenarios and the resultant impact on available funds of wholly owned subsidiary and promoters capacity to fund the company.
Refer Note - 2 (9) of the Standalone financial statements	• Tested whether the company has complied with the provisions of the companies act while providing such financial assistance to the subsidiary. • Made enquiries to administrators to understand the factual content of
	subsidiary been non-going concern. We went through analyses prepared by management and verified the facts in these analyses and evaluated the conclusions made.
3. Import Purchases
As per Ind AS 2 "Inventories", all direct costs such as transportation cost to bring the inventory to the factory and nonrefundable taxes and duties is to be added to the cost of inventory itself.	Our audit procedures include the following: Assessed and tested the method of adding the freight charges including air, sea and other clearing charges as well as custom duty paid to the authorities to the cost of inventory.
Also, as per Ind AS 21 "The effect of Changes in Foreign Exchange Rate", the foreign currency transactions such as Import Purchases or Payment to such suppliers have to be recorded at spot rate and their outstanding balances (which is a monetary item) is also to be valued at rate as on reporting date.
	Assessed and tested the companys application of Ind AS 21 with respect to recording of such purchases and their settlement either in advance or at a later date. We have also tested its application with respect to the measurement of Import creditors as on reporting date.

Emphasis of Matter Paragraph

We draw attention towards Note No. 12 (Loans & Deposits - current) of the notes to the Statement of Standalone Audited Results for the year ended 31^st March,2025. In respect of Unsecured Loan outstanding from its wholly owned subsidiary Technofy Digital Private Limited:

"The Outstanding amounts of unsecured loans given include balance of loans given to wholly owned subsidiary - Technofy Digital Private Limited during the year amounting to Rs. 1,35,94,484 at interest rate of 9%. The financial statements of Technofy Digital Private Limited are prepared on non-going concern basis. However, the management is of the opinion that the loans given to the subsidiary would be recovered and accordingly, no provision for expected credit loss has been provided for this loan."

Our opinion is not modified in respect of these matters.

Information other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and 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 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 Ind AS 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 financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report on in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), statement of changes in equity and statement of Cash Flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting

Policies, making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS Financial Statements, the 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 the 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 Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS financial statements.

As a 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 Ind AS 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 an 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 the management.

Conclude on the appropriateness of the 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 material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Ind AS 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 Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by 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, 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 purpose 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 Statement of Cash flow dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with companies (Indian Accounting Standards) Rules,2015, as amended. e. On the basis of written representations received from the directors as on 31^st March 2025 and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2025, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

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

h. With respect to the other matters to be included in the 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 explanations given to us: (i) The Company does not have any pending litigations which would impact on its financial position except sub judice matter under the Goods & Service Tax Act, 2017 for demand raised under the assessment of GST for the F.Y. 2017-18, 2018-19 & 2019-20 and under the Customs Tariffs Act, 1975 for the matter of incorrect classification of product imported. (ii) The Company did not have any long-term contracts for which there were any material foreseeable losses. (iii) The Company has transferred unclaimed dividend for F.Y. 2016-17 to the Investor Education and Protection Fund (IEPF) established by the Central Government, apart from this there is nothing required to transfer any amount 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, no funds (which are material either individually or in the aggregate) 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 entity, including foreign entity ("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 (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity

("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 the 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) a. No dividend had been proposed in the previous year, which was required to be paid by the Company during the year in accordance with section 123 of Act. b. The Board of directors of the company does not intend to propose any final dividend for the year.

(vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31^st March 2025, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during our audit, we did not come across any instance of audit trail feature being tampered with.

Additionally, the audit trail in respect of prior year has been preserved by the company as per the statutory requirements under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 r.w. reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014.

For Jain Salia & Associates Chartered Accountants [ FRNo: 116291W ]

Place : Mumbai Partner Date : 13.05.2025 (CA Jayesh K. Salia) UDIN: 25044039BMJIAI1597 (Membership No. 044039)

ANNEXURE - A TO THE AUDITORS REPORT FOR THE Y. E. 31^ST MARCH 2025.

(Referred to in Paragraph (1) of our Report of Even Date)

(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

a) The Company has generally maintained proper records showing full particulars, including quantitative details and the situation of Property, Plant and Equipment & Intangible Assets and relevant details of Right of Use Assets.

b) The Property, Plant and Equipment are physically verified by the management in a phased manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, all the Property, Plant and Equipment were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) 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) has been disclosed in 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) and Intangible assets during the year.

e) In our opinion and according to the information and explanations given to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) a) Based on the information & explanation given to us and the records examined by us, the physical verification of inventory & spares has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification between physical stock and book records.

b) The Company files quarterly statements with Canara Bank and they are not in agreement with the books of accounts of the Company with regards to valuation of Stock and Book debts of the company in respect of Cash credit availed.

? Trade Receivables

Reason for Discrepancy : Based on the information & explanation given to us, discrepancy is on account of non-inclusion of receivables from group companies, customers with discounting facility etc. (Rs, in Lakhs)

Quarter ended	As per quarterly statement filed with Bank	As per Books of Accounts	Amount of Difference
30.06.2024	3301.05	3516.99	(215.94)
30.09.2024	3090.26	3597.64	(507.38)
31.12.2024	3593.58	4057.75	(464.17)
31.03.2025	6437.53	6497.01	(59.48)

? Stock / Inventory

Reason for Discrepancy : Based on the information & explanation given to us, discrepancy in Inventory is primarily on account of the details being submitted on the basis of provisional books of accounts and due to estimated overhead rates considered while valuing Finished Goods given to the bank and the actual overhead rates arrived later. (Rs. in Lakhs)

Quarter ended	As per quarterly statement filed with Bank	As per Books of Accounts	Amount of Difference
30.06.2024	2682.76	2412.51	270.25
30.09.2024	2979.68	2268.95	710.73
31.12.2024	2573.58	2318.07	255.51
31.03.2025	2785.60	2739.17	46.43

(iii) The company has made investments in its Wholly owned subsidiaries and Subsidiaries and Associates as under :

(Rs. in Lakhs)

Sr.No.	Particulars	Amount of Investment
1.	Technofy Digital Private Limited	1.00
2.	Panache Newage Technology Private Limited	3.00
	(Formerly known as ICT Infratech Services
	Private Limited)
3.	Cadcord Technologies Private Limited	25.99
4.	AIR Digilife Private Limited (Formerly known as	0.60
	NAJ Digilife Private Limited)
5.	Scienotech Inovatics Private Limited	0.03
	Total Investment as on 31st March 2025	30.62

a. In our opinion and according to the information and explanations given to us, the Company has granted unsecured loans during the year. The details of such loans given are as follows : (Rs. in Lakhs)

Name of the Entity	o/s. as on 31st March, 2025
Cadcord Technologies Private Limited	133.94
(Guarantee given)
Technofy Digital Private Limited (Loan)	135.95
Neer Green Private Limited (Loan)	66.87

b. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the terms and conditions of the grant of all loans and advances are not prejudicial to the companys interest.

c. In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest is not stipulated, and repayments are not regular.

d. In our opinion and according to the information and explanations given to us, there are no amounts overdue for more than ninety days, except unsecured loan to Technofy Digital Private limited of Rs. 135.95 Lakhs is outstanding for more than 90 days.

e. During the year, no loan or advance has fallen due during the year, or has been renewed, extended, fresh loan granted to settle the overdue of existing loans given to the same parties.

f. The Company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the financial year.

The Company has not provided any guarantee or security or granted any advances in loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties except for i. Guarantee given to Siemens Financial Services Private Limited (NBFC) for loan of Rs 133.94 Lakh granted to Cadcord Technologies Private Limited (An Associate) in the financial year 2023-24. ii. Advances to its employees in respect of which the outstanding amounted to Rs. 39.19 Lakhs as on reporting date.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and Section 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are applicable.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost Records and

Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete. These cost records for F.Y. 2024-25 also are subject matter of cost audit report which are yet to be obtained from the cost accountants appointed by the company.

(vii) a. According to the information and explanations given to us, there were no disputed statutory dues including provident fund, Income tax, GST, custom duty, cess and any other statutory dues with any authority during the year except the sub judice matter in respect of GST of Rs. 797.16 lakh and with Customs of Rs. 9.04 lakh. It is represented by the company that it has reviewed its disputed liabilities and proceedings and does not expect material impact on financial position of the Company. b. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding, as on 31^st March 2025 for a period of more than six months from the date they became payable except for following:

NAME OF DUES	AMOUNT (Rs. Lakh)
Employees Contribution to ESIC	0.21
Employers Contribution to ESIC	0.29
Employees Contribution to PF	0.15
Income Tax Payable	94.89

(viii) On the basis of our examination and according to the information and explanations given to us, there were no such transactions which are unrecorded in the accounts by the Company which have been disclosed or surrendered before the tax authorities as income during the year.

(ix) On the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in re-payment of its dues to the Banks and no amounts were borrowed by the Company through Debentures from any financial institution. (x) A. On the basis of our examination and according to the information and explanations given to us, during the year, the company issued 7,86,000 warrants and 32,28,000 equity shares with a face value of Rs. 10 each to Promoters and Non-Promoters, respectively, in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The company has complied with the requirements of section 42 and section 62 of the Companies Act,2013 and the funds raised have been used for the purposes for which the funds were raised.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the company or on the company or by its officers or employees has been noticed or reported during the course of our audit.

(xii) In our opinion, and according to the information and explanation given to us, the company is not a Nidhi company and hence reporting under paragraph 3(xii) of the Order is not applicable to our company.

(xiii) In our opinion and according to the information and explanation given to us, all the transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements 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 reports of the Internal Auditor for the period under audit were considered by us.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

(a) In our opinion and according to the information and explanation given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. (b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvi) In our opinion and according to the information and explanation given to us, the Company has not incurred any cash losses in the current year and previous year.

(xvii) There has been no resignation of the statutory auditors of the Company during the year and hence this clause is not applicable.

(xviii) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 indicating 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.

(xix) In our opinion and according to the information and explanation given to us, the provisions of Corporate Social Responsibility ("CSR") were not applicable to the Company during F.Y. 2024-25, however during F.Y. 2024-25, companys Net profit before Tax is more than Rs. 5 Cr., disclosures and compliances in respect of CSR will be applicable as and from 01.04.2025.

(xx) In our opinion and according to the information and explanation given to us, there are no adverse remarks or qualifications observed in the financial statements of any subsidiaries or an associate.

For Jain Salia& Associates Chartered Accountants [ FRNo: 116291W ]

Place : Mumbai Partner Dated : 13.05.2025 (CA Jayesh K. Salia) UDIN : 25044039BMJIAI1597 (Membership No. 044039)

ANNEXURE -B TO THE AUDITORS REPORT FOR THE Y. E. 31^ST MARCH 2025.

(Referred to in Paragraph (2)(f) of our Report of Even Date)

Report on the Internal Financial Controls 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 Panache Digilife Limited ("the Company") as of 31^st March 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

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. 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, 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 system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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 over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 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.

Opinion

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^st March 2025, 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.

For Jain Salia & Associates Chartered Accountants [ FRNo: 116291W ]

Place : Mumbai Partner Dated : 13.05.2025 (CA Jayesh K. Salia) UDIN : 25044039BMJIAI1597 (Membership No. 044039)