Yaap Digital Ltd Auditor Reports

To, The Members of

YAAP DIGITAL LIMITED

Mumbai

Report on the Audit of the Standalone Financial Statements:

Opinion:

We have audited the accompanying standalone financial statements of YAAP DIGITAL LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March 2026, and the Statement of Profit and Loss account & statement of Cash Flow for the year than ended and notes to the financial statements and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the year ended state of affairs of the Company as at 31^st March 2026 and its Profits and its cash flow for the year ended on that date.

Basis for Opinion

We have conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in Auditors Responsibilities for the Audit of the Financial Statements section of our audit 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 financial statements under the provisions of the Companies Act, 2013 and the Rules made there under and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended 31 March 2026. These matters were addressed in the context of our audit of the standalone statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below the key audit matters to be communicated in our report. Our audit procedures, amongst others, include the following :

Disclosure with regards to certain legal and tax matters including uncertain tax positions and presentation of contingent liabilities & other litigations and recognision of Revenue & expenses :

Assessment of litigations and related disclosure of contingent liabilities (Refer Note 1(d )

& 1(l) to the standalone financial statements – "Significant accounting judgments, estimates and assumptions - Provisions and contingent liabilities" and Note no 42(5) to the standalone financial statements "Contingent liabilities") as at 31 March 2026. The Company, in the normal course of business, is contesting various claims and proceedings including matters relating to direct and indirect taxes that arise from time to time. The Company assesses the need to make provision or disclose a contingency on a case to-case basis considering the underlying facts of each such litigation or dispute. This assessment is significant to our audit, to assess adequacy of disclosure or provision in the books of account. The accounting and disclosure for contingent liabilities is complex & involves judgment in assessing the outcome of the matter and estimating the potential impact if the outcomes are unfavourable, and the amounts involved are, or can be, material to the standalone financial statements. Considering the amounts, which can be material and involves significant management judgments and estimation, we have identified this as a key audit matter.

The Company operates in the tax jurisdiction with certain tax exemption/ deduction that may be subject to challenge and audit by the tax authorities. Further, there are open tax matters under litigation with the Income tax authorities.

As at 31^st March, 2026, the Company has disclosed various tax matters under the detailed note given under contingent liabilities.

These are key audit matter, as evaluation of these matters requires management judgment and estimation, related legal advice including those leading to interpretation of laws and regulations and application of relevant judicial precedents to determine the probability of the outflow of economic resources due to associated uncertainty related to the outcome of these tax and litigation matters for recognizing provisions, disclosing contingent liabilities and making related disclosures in the consolidated financial statements. Our audit procedures relating to provisions recognized and contingencies disclosed with regard to certain legal and tax matters included the following:

- We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the consolidated financial statements.

- Understanding and evaluating the design and testing the operating effectiveness of controls over the recognition, measurement, presentation and disclosures made in the consolidated financial statements in respect of these matters;

- Obtaining details of legal and tax matters, inspecting the supporting documents to evaluate managements assessment of probability of outcome and the magnitude of potential loss as well as testing related to provisions and disclosures in the financial statements through inquiries with the management and legal counsel;

- Assessing on test basis on the underlying calculation supporting the disclosure of litigation in the consolidated financial statements;

- Reviewing orders and other communication from tax and regulatory authorities and management responses thereto;

- Assessing the management experts legal advice and opinion, as applicable, obtained by the Groups management to corroborate management assessment and evaluating competence and capabilities of the experts; and

- Based on the above procedures performed, Evaluated appropriateness and adequacy of the disclosures of the contingent liability made in the Consolidated financial statements in accordance with the requirements of AS 29 - ‘Provisions, Contingent Liabilities and Contingent Asset and Ind AS 22 - ‘Income Taxes.

With respect to the recognition of the revenue (Refer Note 1(n ), the company recognizes accrued income in case of the services provided or delivered to customers which are in continuance process and the invoices has not been raised till the year ended. Such recognition has been done based on the management judgment related to the accrual of the income for the completion of work under the continuance process of services & invoices are pending to raise due to the agreed term of raising invoices to the client. Further in case of expenses payable towards the revenue accounted, the same has been provided in the books under the provisions for expenses. Such expenses incurred towards the project work in progress for the client and the same has been identified and shown as project cost work in progress on the reporting date. The recognition of such income & expenses as mentioned in above Para are based on the prudence & judgments of the management of the company.

Information Other than the Financial Statements and Auditors Report Thereon:

The Companys management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Board of Directors Report including Annexures to Boards Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Corporate Governance and Shareholders Information for the year ended on 31^st March, 2026 but does not include the standalone financial statements and our auditors report thereon. The integrated annual report including the Directors report, Chairmans statement, Management Discussion and Analysis and report on corporate governance is expected is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Companys report on the year ended financial statement, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe necessary actions, as applicable under the relevant laws and regulations.

RESPONSIBILITY OF THE MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

The Companys management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, statement of affairs, profit & loss and the cash flow of the Company in accordance with the accounting standard prescribed under Section 133 of the Act, read with relevant rules issued thereunder and the accounting principles generally accepted in India.

The Companys management and Board of Directors are also responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements for the year ended, the management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no alternative but to do so. The management and Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing 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 the users taken on the basis of these standalone financial statement for the year ended 31^st March 2026.

As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

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

ii) Obtain an understanding of internal financial 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 control systems in place and the operating effectiveness of such controls.

iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and Board of Directors. iv) Conclude on the appropriateness of managements and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern. v) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements for the financial year ended 31 March 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in 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, based on our audit, 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

d) In our opinion, the standalone financial Statement comply with the Accounting Standards referred to in section 133 of the act read with Rule 7 of Company (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31^st March 2026, and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2026 from being appointed as a director in terms of section 164(2) of the Act.

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" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting with reference to standalone financial statements.

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 read with Schedule V to the Act 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 the explanations given to us :

a) As per the informations given to us, the Company does not have any material pending litigation which would impact its financial position in financial statement at the year ended. However the company has pending income Tax demands of Rs 12.61 lakhs shown as outstanding demand payable on the Income Tax portal. We have been informed by the management that the said liability has been raised by the Income Tax department under assessments in earlier years. The company has already made payments towards the equvilisation levy demands which already has been paid by the company but the same is not nullified by the department on the income Tax portal. Further in case of one demand of Rs 2.41 lakhs for which the company has filed appeal to the higher authorities and the matter is sub judicial at the year ended.

b) The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which required to be transferred to the investors Education and protection fund by the Company. d) (i) The management has represented that, to the best of its knowledge and belief other than as disclosed in the notes to accounts to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief other than as disclosed in the notes to accounts to the Standalone Financial Statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with

Company shall 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 from or on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) & (ii) of Rules 11(e) as provided under (d)(i) and (d)(ii) contain any material mis-statement.

e) No dividend has been declared or paid by the Company during the year.

f) In respect of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 proviso Rule 3(1) of the Companies (Accounts) Rules, 2014 we herewith report that based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year of audit 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.

ANNEXURE " A "TO THE INDEPENDENT AUDITORS REPORT :

(As referred to in Paragraph 1 under "Report on other Legal and Regulatory Requirements" of our report to the members of YAAP DIGITAL LIMITED on the accounts as at and for the year ended 31^st March 2026) to the best of our informations and according to the explanations provided to us by the company and the books of accounts and records examined by us in the normal course of audit, we state that:

i. In respect of the companys Property, Plant and Equipment and Intangible Assets : a) i) The company has maintained proper records, showing full particulars including quantitative details and situations of all Property, Plant & Equipment and relevant details of right-of-use assets.

ii) The Company has maintained proper records showing full particulars of the Intangible assets.

b) The property, plant and equipment and right-of-use assets has been physically verified by the management during the year in accordance with a periodical programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The company is not holding any immovable property Accordingly, the provisions stated under Clause 3 (i)(c) of the order are not applicable to the company.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, plant and equipment (including Right-of-use assets) or Intangible assets or both during the year. Accordingly, the provisions stated under clause 3(i)(d) of the Order are not applicable to the Company.

e) According to the information and explanations given to us by the management and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. Accordingly, the provisions stated under clause 3(i)(e) of the Order are not applicable to the Company.

ii. (a) The company is in service industries and does not have any inventory.

Accordingly, Clause 3 (ii) (a) of the order is not applicable.

(b). According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has been sanctioned working capital limit in excess of rupees five crores, in aggregate, from banks or financial institutions on the basis of security of current assets. The company has availed working capital facility of Rs 14 crores at the year ended (Fund based & Non Fund Based). As per the informations and documents given to us by the management, the company has been submitting monthly statement to the bank with respect to the book-debts in prescribed format. The year ended statement so submitted has been verified by us and there is no material variation identified as compared to the books of accounts. Further company has availed bank guarantee of one million US dollar from bank towards the security given to the overseas bank for the working capital limit availed by its overseas step-down subsidiary. For this facility the company is not required to submit any periodic details related to current assets.

iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in the equity shares of its subsidiary companies located in India and overseas and has also provided bank guarantee for its overseas subsidiary company and has granted advances in the nature of unsecured loans to the subsidiary companies during the year and in earlier years.

(a) The company has granted loans & advances during the year. The company has total outstanding amount of Rs. 197.22 lakhs at the year ended towards the loan given to its overseas subsidiary & Rs 10.83 lakhs to other related party given in earlier years. Further the company has provided bank guarantee (SBLC) limit of 1 mllion dollar as security to the overseas step down subsidiary located at UAE, for availing the working capital limit from overseas bank. No loan or advances or guarantee has been given to other parties other than the subsidiary companies.

(b) The management has given representation to us that the terms and conditions of loan given are not prima facie prejudicial to the interest of the company.

(c) We have been informed by the management that the repayment of interest & principal has not been stipulated.

(d) As per the informations & documents provided to us, the loan outstanding is of more than ninety days but the same is as per the term of the loan so given and the same are not overdue.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the reporting year, there is no loan given falling due during the year which has been renewed or extended or fresh loans given to settle the overdue of the existing loans given to the same party.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not given any loan either repayable on demand or without specifying terms of repayment. The total loans so given to the related parties is Rs 208.05 lakhs and the bank guarantee of 1 mllion dollar given to its foreign subsidiary for availing working capital loan for its stepdown subsidiary, which are 100% of the total loans & advances so given by the company.

iv. According to the information and explanations given to us and on the basis of our examination of records the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of in respect of investments made and loans given by the Company and guarantee provided by the company to its step down subsidiary company for the year ended.

v. According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor any amounts which are deemed to be deposits, within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under. Also, there are no amounts outstanding as on March 31, 2026, which are in the nature of deposits. Accordingly, clause 3(v) of the Order is not applicable. vi. Accordingly, to the information & explanations given to us, maintenance of the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act & rules there under are not applicable to the company. Accordingly, provisions of clause 3 (vi) of the order is not applicable.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records, the company is generally regular in depositing the undisputed statutory dues including Goods and Services Tax (‘GST), Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other statutory dues to the appropriate authorities.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of GST, Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues in arrears as at 31^st March 2026 for a period of more than six months from the date they became payable.

(b) According to the information & explanations given to us there are no dues of Provident Fund, Employees State Insurance, Income Tax, Goods & Service Tax, Custom Duty, Cess & Other Material Statutory dues applicable to it, which have not been deposited with appropriate authorities on account of any dispute except Rs 12.61 lakhs outstanding towards the Income Tax assessment dues for which the company is taking appropriate actions to nullify those demands.

viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no transactions in the books of account that have been surrendered or disclosed as income during the year, in the Income tax assessments of the company, which has not been recorded in the books of account. Accordingly, the provision stated under clause 3(viii) of the Order is not applicable to the Company.

ix. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company and our audit procedures, we report that the Company has not been declared wilful Defaulter by any bank or financial institution or any other lender or government authority

c) According to the information and explanations given to us by the management, the Company has obtained term loan, working capital loan and bank guarantee facility from banks and such loans and guarantee has been applied for the purpose for which the loans and guarantee has been obtained.

d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the company has not availed any funds on short term basis which have been utilized for long term purposes.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has availed and given bank guarantee of 1 million dollar to the overseas step down subsidiary located at Dubai, UAE for availing the working capital limit by them from the overseas bank for their business purposes. f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable. x. a) The company has raised money by way of initial public offer of its equity shares during the year. In our opinion and according to information and explanations given to us, the company has applied the money so received for the purposes for which the money has been received. The details of the utilization of the money raised by way of initial public offer (IPO) of equity shares which has been submitted by the company to the monitoring agency of IPO fund utilization is given as follows

Particulars	Objects of the issue as per prospectus	Utilized till 31st March 26	Unutilized amount as at 31st March 26
Funding part payment of purchase consideration for the proposed acquisition of GoZoop Online Private Limited.	3400.00	3400.00	-
Funding capital expenditure to be incurred for Establishment of an AI-Led Short-Form	400.75	-	400.75
Content Production Hub ("ACP Hub") Funding incremental working capital requirements	1600.00	600.00	1000.00
Funding inorganic growth through unidentified acquisitions and general corporate purposes	1476.60	-	1476.60
TOTAL	6877.35	4000.00	2877.35

The Company has not raised moneys by way further public offer for any debt instruments during the year.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. The company has issued Bonus shares to the eligible existing equity shareholders of the company during the reporting year. No other fresh issue of the equity shares has been made by the company during the reporting year other than the details given above.

xi. a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no material fraud by the Company or on the Company has been noticed or reported during the year nor have we been informed of any such case by the Management during the course of our audit.

b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) According to the information and explanations given to us, the Company has not received any complaints from whistle-blower during the year. Accordingly, reporting under clause 3(xi)(c) of the Order is not applicable to the Company.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii)(a)(b)(c) of the Order are not applicable.

xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, wherever applicable, and the details of the related party transactions have been disclosed in the Note No 27 to the standalone financial statements as required by the applicable Accounting Standards.

xiv. a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

b) No formal Internal auditor has been appointed by the company for the previous financial year therefore there is no specific internal audit reports available of the Company for consideration in our report. The company has an adequate internal audit system commensurate with the size and nature of its business. xv. In our opinion and according to the information and explanations given to us, the

Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company. a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable

b) The Company has not conducted any Non-Banking Financial or Housing activities. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable

xvii. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us and 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, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a year 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 year of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. (a) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR). The company has done such spending by payments of such funds to the eligible trust for such activities. Further The company had unspent amount of Rs. 11.36 lakhs which has not been utilised by the end of the previous financial year. The company has transferred the said unspent amount to a fund specified in schedule VII to the companies Act within a period of six months of the expiry of the financial year in compliance with the second proviso to sub-section (5) of section 135 of the companies Act. There are no unspent CSR amounts for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of Sub-section (6) of Section 135 of the said Act.

xxi. This report is for the standalone financial statement of the company. Accordingly, clauses 3(xxi) of the Order is not applicable.

ANNEXURE " B "TO THE INDEPENDENT AUDITORS REPORT: Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of YAAP DIGITAL LIMITED ("the Company") for the year ended on 31^st March 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date which includes internal financial controls with reference to standalone financial statements.

Managements Responsibility for Internal Financial Controls :

The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements based on the 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 with reference to standalone financial statements based on our audit. We have conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls standalone financial statements and the Standards on Auditing issued by Institute of Chartered Accountants of India 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 with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial Statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls standalone financial statements, 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 judgments, including the assessment of the risks of material misstatement of the 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 our audit opinion on the Companys internal financial controls system over financial reporting with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements.:

A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that :

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements:

Because of the inherent limitations of internal financial controls with Reference to

Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with Reference to Standalone Financial Statements may become inadequate because of changes in conditions, or 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 with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively for the year ended as on 31^st March 2026, based on the internal control of standalone financial statements 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 SHWETA JAIN & CO LLP.

CHARTERED ACCOUNTANTS

F.R.N. : 127673W/W101149

S/d

PRIYANKA JAJU

(Partner)

Membership No. : 416197

Place : Mumbai

Date : 29thMay, 2025

UDIN No : 26416197CMVGUN4419