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, 2024, 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 2024, 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. Wholly owned Subsidiary Technofy Digital Private Limited being a non-going concern
In respect of Technofy Digital Private Limited (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 2024, due to reason:	We have carried out the following audit procedures to address our Key audit considerations with respect to the said matter; - Understood the objective of management behind the considering the subsidiary as not going concern.
	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 were required on such loan provided.
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. 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.
	Considered the liquidity of existing assets on the balance sheet of wholly owned subsidiary
	Considered the terms of the bank loan and trade finance facilities and the amount available for drawdown of wholly owned subsidiary.
	Considered potential downside scenarios and the resultant impact on available funds of wholly owned subsidiary.
	Tested whether the company has complied with the provisions of the companies act while providing such financial assistance to the subsidiary.
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. However, The Management has determined that although the Subsidiarys Going concern assumption is inappropriate, there is high probability of these amount getting recovered in future. Thus, no Provision for Impairment has been created since its estimated recoverable amount has not diminished to the extent lower than its Carrying value.	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.
	We analysed financials of subsidiary, where borrowing from NBFC has been paid off out of sales proceeds from lease hold assets.
Refer Note- 1 A (9) to the Standalone financial statements

 

2. Import Purchases	Our audit procedures include :
As per Ind AS 2 "Inventories", all direct costs such as transportation cost to bring the inventory to the factory and non-refundable taxes and duties is to be added to the cost of inventory itself.
	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 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 measurement of Import creditors as on reporting date.

Emphasis of Matter Paragraph

We draw attention towards Note no. 38 "Exceptional Items".

"Exceptional Item includes write-off of an amount receivable due to non-receipt of GST credit, which had to be paid by the company. Additionally, the company had made advance payments to foreign suppliers for the procurement of goods. However, due to disputes over the quality and technical specifications of these goods, the company has been unable to recover the funds or receive the materials. Given the significance and one-time nature of this transaction, it has been disclosed under exceptional items. Classifying these bad debts as an exceptional item allows for clear distinction from the companys regular operational results, highlighting that this is a one-time, non-recurring event. This write-off, while impacting the net profit ratio for the year, does not reflect the ongoing operational performance or the companys ability to generate revenue from its core business activities."

Our opinion is not modified in respect of this matter.

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 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 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 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 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 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 2024 and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2024, 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. (ii) The Company did not have any long-term contracts for which there were any material foreseeable losses. (iii) The Company is not 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 were 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 2024, which have 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 the course of our audit, we did not come across any instance of audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1^st April 2023, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31^st March 2024.

For Jain Salia & Associates

Chartered Accountants

[ FRNo: 116291W ]

Partner

(CA Jayesh K. Salia)

(Membership No. 044039)

 

Place : Mumbai

Date : 28.05.2024

UDIN: 24044039BKBLWN2100

Re:PANACHEDIGILIFELIMITED

ANNEXURE-ATOTHEAUDITORSREPORTFORTHEY.E.31^ST MARCH2024.

(ReferredtoinParagraph(1)ofourReportofevendate)

(i) InrespectoftheCompanysProperty,PlantandEquipmentandIntangibleAssets:

a) The Company has generally maintained proper records showing fullparticulars, including quantitative details and the situation ofProperty,Plantand Equipment& IntangibleAssetsandrelevantdetailsofRightofUseAssets.

b) The Property,Plantand Equipmentare physically verified by the managementin a phased manner,which in ouropinion is reasonable having regard to the size ofthe companyand the nature ofitsassets.Pursuantto the program,alltheProperty,Plant and Equipmentwerephysicallyverifiedbythemanagementduringtheyear.According to the information and explanations given to us,no materialdiscrepancies were noticedonsuchverification.

c) The title deeds ofallthe immovable properties (other than properties where the company is the lessee,and the lease agreements are duly executed in favorofthe lessee)has been disclosed in the financialstatements are held in the name ofthe company.

d) The Company has notrevalued itsProperty,Plantand Equipment(including Rightof UseAssets)andIntangibleassetsduringtheyear.

e) In our opinion and according to the information and explanations given to us,no proceedings have been initiated orare pending againstthe Companyforholding any benamiproperty under the BenamiTransactions (Prohibition) Act,1988 and rules madethereunder.

(ii) a) Based on the information & explanation given to usand the recordsexamined byus, the physicalverification ofinventory & spares has been conducted atreasonable intervals by the managementand no materialdiscrepancies were noticed on such verificationbetweenphysicalstockandbookrecords.

b) The Company has been availing an Overdraftfacility and Guaranteed Emergency creditLine from Canara Bankon the basisofhypothecation ofStockand Bookdebts of Rs.73.02crores.

c) The Company files quarterly statements with Canara Bank and they are notin agreementwith the books ofaccounts ofthe Company with regards to valuation of StockandBookdebtsofthecompanyinrespectofCashcreditavailed.

? TradeReceivables

Reason forDiscrepancy : Discrepancy is on account of non-inclusion of receivablesfrom groupcompanies,customerswithdiscountingfacilityetc.

(Rs,inLakhs)

Qtrended	Asperquarterly statementfiled withBank	AsperBooksof Accounts	Amountof Difference
30.06.2023	3,411.16	3,912.43	(501.27)
30.09.2023	3,544.47	4,300.28	(755.81)
31.12.2023	3,655.95	3,980.83	(324.88)
31.03.2024	4,212.35	4,786.39	(574.04)

? Stock

ReasonforDiscrepancy:Discrepancyisprimarilyon accountofdetailsbeing submittedonthebasisofprovisionalbooks.

However, Discrepancy for the quarter ended 31.03.2024 isalso due to differenceinestimationofoverheads.

(Rs.inLakhs)

Qtrended	Asperquarterly statementfiled withBank	AsperBooksof Accounts	Amountof Difference
30.06.2023	2,836.00	2,458.66	377.34
30.09.2023	2,798.13	2,702.65	95.48
31.12.2023	2,874.07	2,646.86	227.21
31.03.2024	2,685.79	2,520.96	164.83

(iii) The companyhasmade investmentsin itsW hollyowned subsidiariesandSubsidiaries andAssociatesasunder:

Sr.No. Particulars	AmountofInvestment
1. TechnofyDigitalPrivateLimited	1,00,000/-
2. ICT InfratechServicesPrivateLimited	3,00,000/-
3. CadcordTechnologiesPrivateLimited	25,98,603/-
4. NAJDigilifePrivateLimited	60,000/-
5. ScienotechInovaticsPrivateLimited	3,000/-
TotalInvestmentason31 stMarch2024	30,58,603/-

a. In our opinion and according to the information and explanations given to us,the Companyhasgranted unsecured loansduring the year.The detailsofsuchloansgiven areasfollows:

NameoftheEntity	Aggregateamountofloans(Netof Interest)givenduringtheyear
TechnofyDigitalPrivateLimited	Rs.3.18crore.
NeerGreenPrivateLimited	Rs.0.31crore

b. In ouropinion and according to the information and explanationsgiventousandonthe basisofourexamination ofthe recordsoftheCompany,thetermsandconditionsofthe grantofallloansandadvancesarenotprejudicialtothecompanysinterest.

c. In respectofloansand advancesin the nature ofloans,the schedule ofrepayment ofprincipalandpaymentofinterestisnotstipulated,andrepaymentsarenotregular.

d. In ouropinion and according to the information and explanationsgiven to us,there arenoamountsoverdueformorethanninetydays.

e. During the year,no loan oradvance has fallen due during the year,orhas been renewed,extended,fresh loan granted to settle the overdue ofexisting loansgiven tothesameparties.

f. The Companyhasgranted loansoradvancesin thenatureofloanseitherrepayableon demandorwithoutspecifyinganytermsorperiodofrepaymentduringthefinancialyear.

The Company has notprovided any guarantee orsecurityorgranted anyadvancesin loans,secured orunsecured,to companies,firms,Limited LiabilityPartnershipsorany otherpartiesexceptfor i. Guarantee given to Siemens FinancialServices Private Limited (NBFC)forloan of Rs1.34 Crore granted to Cadcord TechnologiesPrivateLimited(AnAssociate)inthe previousfinancialyear. ii.AdvancestoitsemployeesinrespectofwhichtheoutstandingamountedtoRs.19.26 Lakhsasonreportingdate.

(iv) In our opinion and according to the information and explanations given to us,the CompanyhascompliedwiththeprovisionsofSections185andSection186oftheAct.

(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 ofIndia and the provisions ofSection 73 to Section 76 orany otherrelevant provisionsoftheCompaniesAct,2013andtherulesframedthereunderareapplicable.

(vi) The maintenance ofcostrecordshasbeen specified bythe CentralGovernmentunder section 148(1)ofthe Companies Act,2013.W e have broadly reviewed the books of accounts maintained by the Company pursuantto the Companies (CostRecordsand Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance ofcostrecordsundersection 148(1)ofthe CompaniesAct,2013andare ofthe opinion that,prima facie,the prescribed costrecords have been made and maintained bytheCompany.W ehave,however,notmadeadetailedexaminationofthe costrecordswithaview todeterminingwhethertheyareaccurateorcomplete.

(vii) a. According to the information and explanations given to us,there were no disputed statutoryduesincluding providentfund,Income tax,GST, custom duty,cessandany otherstatutorydueswithanyauthorityduringtheyear. b. According to the information and explanations given to us,no undisputed amounts payable in respectofsuch statutorydueswere outstanding,ason31^stMarch2024for a period ofmore than six months from the date they became payable exceptfor following:

NAMEOFDUES	AMOUNT(Rs.)
EmployeesContributiontoESIC	20,591/-
EmployersContributiontoESIC	28,815/-
EmployeesContributiontoPF	15,266/-
TDS onRoyalty(includingNon-Residentdeductees)	1,64,861/-
TDS onSalary	23,01,866/-
InterestonIncomeTaxPayable	14,24,140/-

(viii) On the basis ofourexamination and according to the information and explanations given to us,there were no such transactionswhich are unrecorded in the accountsby the Company which have been disclosed orsurrendered before the taxauthoritiesas incomeduringtheyear.

(ix) On the basis ofourexamination and according to the information and explanations given to us,the Companyhasnotdefaulted in re-paymentofitsduestotheBanksand no amounts were borrowed by the Company through Debentures from any financial institution.

(x)

A. On the basis ofourexamination and according to the information and explanations given to us,the Companyhasnotraised anymoneythrough InitialPublicOffer(IPO) orFurtherPublicOffer(FPO)duringtheyear.

B. During the year,the Company has notmade any preferentialallotmentorprivate placementofsharesorconvertibledebentures(fullyorpartlyoroptionally).

(xi) To the best of our knowledge and belief and according to the information and explanationsgiven to us,no fraud bythe companyoron the companybyitsofficersor employeeshasbeennoticedorreportedduringthecourseofouraudit.

(xii) In our opinion and according to the information and explanation given to us,the company is nota Nidhicompany and hence reporting underparagraph 3(xii)ofthe Orderisnotapplicabletoourcompany.

(xiii) In ouropinion and according to the information and explanation given to us,allthe 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 FinancialStatementsasrequiredbytheapplicableaccountingstandards.

(xiv)

(a)The Companyhasaninternalauditsystem commensuratewiththesizeandnatureofits business; (b)ThereportsoftheInternalAuditorfortheperiodunderauditwereconsideredbyus.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us,the companyhasnotentered into anynon-cash transactions withdirectorsorpersonsconnectedwiththem.

(xvi)

(a)In our opinion and according to the information and explanation given to us,the company is notrequired to be registered undersection 45-IA ofthe Reserve Bank of IndiaAct,1934.

(b) In ouropinion,there isno core investmentcompanywithin the Group (asdefinedinthe Core InvestmentCompanies(ReserveBank)Directions,2016)andaccordinglyreporting underclause3(xvi)(d)oftheOrderisnotapplicable.

(xvii) In our opinion and according to the information and explanation given to us,the Companyhasnotincurredanycashlossesinthecurrentyearandpreviousyear.

(xviii)There hasbeen no resignation ofthestatutoryauditorsoftheCompanyduringtheyear andhencethisclauseisnotapplicable.

(xix) On the basisofthe financialratios,ageingandexpecteddatesofrealizationoffinancial assetsand paymentoffinancialliabilities,otherinformation accompanyingthefinancial statements and ourknowledge ofthe Board ofDirectors and Managementplansand based on ourexamination ofthe evidence supporting the assumptions,nothing has come to ourattention,whichcausesustobelievethatanymaterialuncertaintyexistsas on the date ofthe auditreportindicating thatCompany is notcapable ofmeeting its liabilitiesexisting atthe date ofbalance sheetasandwhentheyfallduewithinaperiod of one year from the balance sheetdate.W e,however,state thatthis is notan assurance astothefutureviabilityoftheCompany.W efurtherstatethatourreportingis based on the factsup to the date ofthe auditreportandweneithergiveanyguarantee norany assurance thatallliabilities falling due within a period ofone yearfrom the balancesheetdate,willgetdischargedbytheCompanyasandwhentheyfalldue.

(xx) In our opinion and according to the information and explanation given to us,the provisionsofCorporateSocialResponsibilityarenotapplicabletotheCompany.

(xxi) Inouropinionandaccordingtotheinformationandexplanationgiventous,thereareno adverse remarks or qualifications observed in the financial statements of any subsidiariesoranassociate.

ForJainSalia&Associates

CharteredAccountants

[FRNo:116291W ]

 

Partner

(CAJayeshK.Salia)

(MembershipNo.044039)

 

Place:Mumbai

Dated:28.05.2024

UDIN:24044039BKBLWN2100

Re:PANACHEDIGILIFELIMITED

ANNEXURE-BTOTHEAUDITORSREPORTFORTHEY.E.31^ST MARCH2024.

(ReferredtoinParagraph(2)(f)ofourReportofevendate)

Reporton the InternalFinancialControlsunderClause(i)ofSub-section 3ofSection 143 oftheCom paniesAct,2013("theAct")

W e have audited the internalfinancialcontrols over financialreporting ofPanache Digilife Limited ("the Company")as of31^st March 2024 in conjunction with ourauditofthe standalone financialstatementsoftheCompanyfortheyearendedonthatdate.

Managem entsResponsibilityforInternalFinancialControls

The Companys managementis responsible forestablishing and maintaining internalfinancial controls based on the internalcontrolover financialreporting criteria established by the Companyconsidering the essentialcomponentsofinternalcontrolstated intheGuidanceNote on Audit ofInternalFinancialControls over FinancialReporting issued by the Institute of Chartered Accountants ofIndia.These responsibilitiesinclude the design,implementation and maintenance ofadequate internalfinancialcontrolsthatwere operating effectivelyforensuring the orderlyand efficientconductofitsbusiness,includingadherencetocompanyspolicies,the safeguarding ofitsassets,the prevention and detection offraudsand errors,theaccuracyand completeness of the accounting records and the timely preparation of reliable financial information,asrequiredundertheCompaniesAct,2013.

AuditorsResponsibility

Ourresponsibility is to express an opinion on the Companys internalfinancialcontrols over financialreporting based onouraudit.W econductedourauditinaccordancewiththeGuidance Note on AuditofInternalFinancialControlsOverFinancialReporting(the"GuidanceNote")and the Standardson Auditing,issued byICAIand deemed to be prescribedundersection143(10) ofthe Companies Act,2013,to the extentapplicable to an auditofinternalfinancialcontrols, both applicable to an auditofInternalFinancialControls and both issued by the Institute of Chartered Accountants ofIndia.Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancialcontrols over financialreporting was establishedandmaintainedandifsuchcontrolsoperatedeffectivelyinallmaterialrespects.

Ourauditinvolves performing procedures to obtain auditevidence aboutthe adequacyofthe internalfinancialcontrolssystem overfinancialreporting and theiroperating effectiveness.Our auditofinternalfinancialcontrolsoverfinancialreportingincludedobtaininganunderstandingof internalfinancialcontrols overfinancialreporting,assessing the riskthata materialweakness exists and testing and evaluating the design and operating effectiveness ofinternalcontrol based on the assessed risk.The procedures selected depend on the auditors judgment, including the assessmentofthe risks ofmaterialmisstatementofthe standalone financial statements,whetherduetofraudorerror.

W e believe thatthe auditevidence we have obtained issufficientand appropriate to provide a basis forourauditopinion on the Companys internalfinancialcontrols system overfinancial reporting.

Meaning ofInternalFinancialControlsoverFinancialReporting

A companys internalfinancialcontroloverfinancialreporting isa processdesigned to provide reasonable assurance regarding the reliability offinancialreporting and the preparation of financialstatements forexternalpurposes in accordance with generally accepted accounting principles.A companysinternalfinancialcontroloverfinancialreporting includesthosepolicies andproceduresthat (1) Pertain to the maintenance ofrecords that,in reasonable detail,accurately and fairly reflectthetransactionsanddispositionsoftheassetsofthecompany; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation ofstandalone financialstatements in accordance with generally accepted accounting principles and thatreceipts and expenditures ofthe company are being made only in accordance with authorizations of management and directors ofthe company;and (3) provide reasonable assurance regarding prevention ortimelydetection ofunauthorized acquisition,use,ordisposition ofthe companysassetsthatcouldhaveamaterialeffect onthestandalonefinancialstatements.

InherentLim itationsofInternalFinancialControlsoverFinancialReporting

Because of the inherent limitations of internalfinancialcontrols over financialreporting, including the possibility ofcollusion or impropermanagementoverride ofcontrols,material misstatements due to errororfraud may occurand notbe detected.Also,projections ofany evaluation ofthe internalfinancialcontrolsoverfinancialreporting to future periodsaresubject to the risk thatthe internalfinancialcontroloverfinancialreporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or proceduresmaydeteriorate.

Opinion

In ouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrols system overfinancialreporting and such internalfinancialcontrolsoverfinancialreportingwere operating effectivelyasat31^stMarch2024,basedontheinternalcontroloverfinancialreporting criteria established by the Company considering the essentialcomponents ofinternalcontrol stated in the Guidance Note on AuditofInternalFinancialControls OverFinancialReporting issuedbytheInstituteofCharteredAccountantsofIndia.

ForJainSalia&Associates

CharteredAccountants

[FRNo:116291W ]

 

Partner

(CAJayeshK.Salia)

(MembershipNo.044039)

 

Place:Mumbai

Dated:28.05.2024

UDIN:24044039BKBLWN2100