Radiowalla Network Ltd Auditor Reports

To The Members of

RADIOWALL A NETWORK LIMITED

(formerly known as Radiowalla Network Private Limited)

Report on the Audit of the Consolidated Financial Statements Opinion

^J?fr^^ dlted the accom P an y in S consolidated financial statements of RADIOWALLA NETWORK LIMITED ("the Company") and its subsidiary (the Company and its subsidiary

March^i ^ " hichCOm P rise the Consolidated Balance Sheet as at

rch 31, 2025, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), tl le Consolidated Statement of Changes in Equity and the onsolidated Statement of Cash Flows for the year ended on that date, and notes to financial

statements, including a summary of material accounting policies (hereinafter referred to as the the consolidated financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Compan.es 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("fnd S ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and the profit and total 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 consolidated financial statements in accordance with the Standards on Auditing ( SA s) specified under section 143(10) of the Act Our responsibilities under those Standards are further described in the Auditors Responsibilities or the Audit of the Consolidated 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 re evant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made 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 opinion on the consolidated financial statements. ^

Emphasis of Matters :

«. We draw your attention to the Note No 35(11) to the Consolidated Financial SfnfcmcHt, Which describes the Companys share-based payment arrangements (ESOPs) and the related accounting m accordance with lnd AS 102 - Share-based Payment. The Company has granted stock options to its employees and has accounted for these options using the fair value method. Vie total expense recognised during the year and the movement in the share- based payment reserve are detailed in the&wlnote.

b. We draw your attention to the Note No 50 to the Consolidated Financial Statement,

which describes the change in the method of depreciation from the Written Down Value method to the Straight Line Method for Property, Plant and Equipment. As stated in the note, this change has been made to better reflect the pattern of economic benefits derived from such from the use of these assets are expected to be consumed and has been accounted for prospectively during the year as a change in accounting estimate under Ind AS 8.

Our opinion is not modified in respect of this matter.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial Statements of the current period. These matters were addressed in the context of OUf audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter	How the matter was addressed in our audit
Assessment of Recoverability of Trade Receivables*	\u2022 Our audit procedures included, among others
Trade receivables, forms a significant part of the financial statements. Customer contracts typically involve time consuming and complex conditions around closure of contracts, including technical acceptances. This generally leads to longer and significant time for realization of receivables. At) & rCSUlt Of the above, managements assessment of recoverability of trade receivables, involves critical evaluation of all factors impacting recoverability, including impact of external environment such as capability of customers to pay.	\u2022 We Ob tamed an understanding of the process implemented by management to recoverability against the trade receivable.
	\u2022 We have obtained the design and implementation of key controls related to the credit evaluation and monitoring process of trade receivables.
	\u2022 We have obtained an understanding of managements credit control and receivables collection processes.
Management makes an impairment allowance for trade receivables on the basis of its assessment of recoverability of specific customers and on the basis of expected credit loss model for the remaining customers in accordance with Ind AS 109, Financial Instruments. For	\u2022 We have evaluated the design and tested the operating effectiveness of key internal controls over the identification of impaired receivables and estimation of expected credit losses (ECL).
me purposes oi impair nielli assessment, significant judgements and assumptions are made, including assessing credit risk, timing and amount of realization, etc. In view of above, we determined this to be a key audit matter.	\u2022 We have reviewed the methodology adopted by management for calculating ECL under the applicable financial reporting framework. \u2022 We have assessed the
		reasonableness of the assumptions used, including segmentation of customers, historical loss rates, aging analysis, and forward- looking information.
		\u2022 We have tested managements aging analysis of trade receivables and considered the historical trends of collection.
		\u2022 Assessed the reasonableness of assumptions used in estimating the expected credit loss, including consideration of customer-specific risks and current and forward- looking economic conditions.
		\u2022 Reviewed subsequent receipts on a sample basis to assess recoverability.
		\u2022 Assessed adequacy and appropriateness of the disclosures made in the financial statements in accordance with the applicable financial reporting framework.
Inventories: Inventory held by the Company is		Our audit procedures included, among others
material to the financial statements and involves significant judgment, particularly in areas such as: \u2022 Valuation at lower of cost and net		\u2022 Evaluating the design and implementation of controls around inventory management and valuation.
realizable value (NRV), which requires management estimates.		\u2022 Review of managements cycle count records and controls.
\u2022 Estimation of provision for obsolete or slow-moving stock. \u2022 Verification and existence of		\u2022 Obtain confirmations from third- party /others, holding inventory to verify quantities and conditions.
inventory held across multiple locations or with third/other parties.		\u2022 Analysing inventory movement and transaction records for consistency and completeness.
These factors, combined with the risk of fraud or error in inventory recording and valuation, required significant auditor attention.		\u2022 Assessing the appropriateness of the valuation methods used, including cost allocation and NRV estimation.
		\u2022 Reviewing the ageing of inventory and evaluating the reasonableness of provisions for slow-moving and obsolete stock.

?€? Verifying inventory held with third parties through direct confirmations.

Also refer to the Key Audit Matters included by us in our audit report of even date on the standalone financial statements of the Holding Company.

Other information

The Companys Board of Directors is responsible for the other information. The other information comprises the Management Discussion and Analysis, Directors Report including Annexures to Directors Report and Corporate Governance, but does not include the consolidated financial statements and our auditors report thereon.

Our opinion on the consolidated 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 consolidated financial statements, OUf 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 consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Board of Directors and Those Charged with Governance for the Consolidated Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.

In preparing the consolidated financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the Groups financial reporting prOC0SS.

Auditors Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and tO issue an auditor « report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. VYC UlSOi

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

?€? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

?€? Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the consolidated 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 Group to cease to continue as a going concern.

?€? Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

?€? Obtain sufficient appropriate audit evidence regarding tbo financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other

auditors, such Other auditor remains responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of OUI Work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The financial results includes audited financial results of the wholly owned subsidiary included in the consolidated audited financial results, whose financial results reflect total Assets of Rs.240.52 thousand as at March 31, 2025 and total revenues of Rs. 0 thousand, total net profit / (Loss) after tax of Rs (618.61) thousand, for the half year ended March 31,2025 and for the period from April 01, 2024 to March 31, 2025, respectively as considered in the consolidated unaudited financial results, have been reviewed by us.

The reports on the annual audited financial statements of these entities have been furnished to us by the Management and our opinion on the Annual Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary, is based solely on the reports of such auditor and the procedures performed by us as stated under Auditors Responsibilities for the Audit of the Annual Consolidated Financial statements section above.

Our opinion on the Consolidate Financial statements is not modified in respect of the above matters with respect to our reliance on the work done and the report of other auditor and the Financial statements certified by the Board of Directors.

Report on Other Legal and Regulatory Requirements

1. 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 of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept by the Company so far as it appears from our examination of those books and the report of the other auditors.

c) The Consolidated Balance Sheet, the consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) In our opinion, there are no financial transactions or matters which have any adverse effect on the functioning of the Group.

f) On the basis of the written representations received from the directors of the Holiding Company as on March 31, 2025 taken on record by the Board of Directors of the company and the reports of the statutory auditors of its subsidiary incorporated in India, none of the directors of the Group Companies incorporated in India is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

g) There is no adverse remark relating to the maintenance of accounts and other matters connected therewith.

h) With respect to adequacy of internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in "Annexure A" which is based on the auditors report of the Company and its subsidiary incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of those companies.

i) 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 Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

j) In our opinion and to the best of our information and according to the explanations given to us, we report as under 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 consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the group.

(ii) Provisions has been made in the consolidated financial statement, as required under the applicable law or accounting standard, for material foreseeable laws if any, on long term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary incorporated in India.

(iv)

1. The respective management of the Company and its subsidiary which are incorporated in India, whose financial statements have been audited under the Act, have 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;

2. The respective management of the Company and its subsidiary which are incorporated in India, whose financial statements have been audited under the Act, have 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; and

3. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us on the Company and its Subsidiary which is a company incorporated in India, whose financial statements have been audited under the Act, 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) The company or any of such Subsidiary have not declared or paid any dividend

during the year, therefore the provisions of section 123 of the Act is not applicable.

2. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditors Report) Order, 2020 (the "Order"/"CARO") issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor s report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Company and its subsidiary incorporated in India included in the consolidated financial statements of the Company, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO reports except that in the CARO Report of Decibel Media Private Limited issued by the component auditor in which they mention in clause (xvii) that the subsidiary has incurred cash losses in the current year and immediately preceding financial year.

3. Based on our examination, which included test checks, the company has used accounting software with an audit trail (edit log) feature for maintaining its books of accounts. This feature remained operational throughout the year for all relevant transactions. Furthermore, during our audit, we did not come across any instance of tampering with

the audit trail feature. Additionally

Statutory record retention requirements C ° mPany ^ preserved *e audit trail as per

For Jain Jagawat Kamdar & Co Chartered Accountants FRN.; 122530W

-A oasant Jain \\

Partner \

Membership No.: 122463 UDIN: 25122463BMIIXB8628

Place: Mumbai Date: 28h May, 2025

Annexure-A to the Independent Auditors report on the consolidated financial statements of Radiowalla Network Limited (formerly known as Radiowalla Network Private Limited) for the period ended 31 st March 2025.

Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph 2 (A) (f) under Report on Other Legal and Regulatory Requirements section of our report of even date)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2025, we have audited the internal financial controls over financial reporting of "Radiowalla Network Limited" ("the Company") and its Subsidiary companies, which are companies incorporated in India, as of that date.

Managements Responsibility for Internal Financial Controls

The respective board of directors of the Company and its Subsidiary companies, which are companies incorporated in India, are 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 (TCAT). 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 internal financial controls over financial reporting of the Holding Company and its Subsidiary companies, which are companies incorporated in India, 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 ICA1 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 financial statements, whether due to^fasd^r error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Holding Company and its Subsidiary companies, which are companies incorporated in India.

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 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 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 the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Company and its Subsidiary company, which are companies incorporated in India, have, 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 March 31, 2025, based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

For Jain Jagawat Kamdar & Co Chartered Accountants FRN.: 122530W

L: 12253<

CA Basanr Jain \WA

Partner

Membership No.: 122463 x^gPACC UDIN: 25122463BMIIXB8628 ^

Place: Mumbai Date: 28 th May, 2025