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Rosmerta Digital Services Ltd Auditor Reports

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Rosmerta Digital Services Ltd Share Price Auditors Report

To, The Board of Directors

Rosmerta Digital Services Limited (Formerly known as Rosmerta Digital Services Private Limited) 402, 4th Floor, World Trade Tower, Barakhambha Lane Connaught Place, Central Delhi, New Delhi Delhi 110001, India

Dear Sirs / Madams,

1. We have examined the attached Restated Financial Information of Rosmerta Digital Services Limited (Formerly known as Rosmerta Digital Services Private Limited) (the "Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit and Loss (including other comprehensive income/(loss), the Restated Statement of Cash Flows, the Restated Statement of Changes in Equity for the three months period ended June 30, 2024 and years ended March 31, 2024, March 31, 2023 and for the period from September 14, 2021 (being date of incorporation of the Company) to March 31, 2022 and the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on July 20, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed initial public offer of equity shares on SME Platform ("SME IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of

Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (the "SEBI") and SME Platform of BSE Limited ("Stock Exchange") where the equity shares of the Company are proposed to be listed in connection with the proposed SME IPO. The Restated Financial Information have been prepared by the Management of the Company on the basis of preparation as stated in Note 2 (a) to the Restated Financial Information. The Board of Directors of the Company are also responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated June 29, 2024, in connection with the proposed SME IPO of equity shares of the Issuer;

b) The Guidance Note: The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the SME IPO.

4. These Restated Financial Information have been compiled by the Management from:

a) Audited Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2024 prepared in accordance with the recognition and measurement principles of Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and other accounting principles generally accepted in India (the "Special Purpose Interim Financial Statements") which have been approved by the Board of Directors at their meeting held on July 20, 2024.

b) Audited Financial Statements of the Company for the years ended March 31, 2024 and March 31, 2023 prepared in accordance with the section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on June 21, 2024 and September 16, 2023, respectively.

c) Audited Financial Statements of the Company as at March 31, 2022 and for the period from September 14, 2021 (being the date of incorporation of the Company) to March 31, 2022, prepared in accordance with the section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 27, 2022.

5. For the purpose of our examination, we have relied on:

a) Auditors reports issued by us dated June 21, 2024 on the financial statements of the Company for the year ended March 31, 2024. The auditors report on the financial statements of the Company as at and for the year ended March 31, 2024 included the following paragraphs in relation to reporting on other legal and regulatory requirements:

The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023:

According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year, the Company has not implemented the audit trail feature in the accounting software.

b) Auditors reports issued by us dated September 16, 2023 on the financial statements of the Company for the year ended March 31, 2023, on which we have issued unmodified audit opinion.

c) Auditors reports issued by us dated September 27, 2022 on the financial statements of the Company as at March 31, 2022 and for the period from September 14, 2021 (being date of incorporation of the Company) to March 31, 2022 on which we have issued unmodified audit opinion.

d) Auditors reports issued by us dated July 20, 2024 on the Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2024 on which we have issued unmodified audit opinion.

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024, March 31, 2023 and for the period from September 14, 2021 (being the date of incorporation of the Company) to March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the period ended June 30, 2024. b) does not contain any qualifications requiring adjustments; and

c) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.

7. We have not audited any financial statements of the Company as of any date or for any period subsequent to June 30, 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Company as of any date or for any period subsequent to June 30, 2024.

8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Financial Statements mentioned in paragraph 5 above.

9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, the Stock Exchange and Registrar of Companies, National Capital Territory of Delhi and Haryana at Delhi (ROC), in connection with the proposed SME IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing.

Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For S S KOTHARI MEHTA & CO. LLP
Chartered Accountants
Firm Registration No: 000756N/N500441
SUNIL WAHAL
Partner
Membership No: 087294
Place: Gurugram
Dated: July 20, 2024
UDIN: 24087294BKAHLZ7509

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