Yaap Digital Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION

The Board of Directors,

YAAP DIGITAL LIMITED

(Formerly known as YAAP Digital Private Limited)

802, 8th Floor, Signature by Lotus, Veera Desai Road, Andheri (West), Andheri, Mumbai - 400053

Dear Sirs,

We have examined the attached Restated Consolidated Financial Information of YAAP DIGITAL LIMITED (the "Company" or the "Holding Company" or the "Issuer"), its subsidiary companies (collectively referred to as "the Group"), which comprising

a) the Restated Consolidated Balance Sheet as at 31st March, 2025, 31st March, 2024 & 31st March, 2023,

b) the Restated Consolidated Statement of Profit and Loss for the years ended 31st March, 2025, 31st March, 2024 & 31st March, 2023,

c) The Restated Consolidated Statement of Cash Flows for the years ended 31st March, 2025, 31st March, 2024 & 31st March, 2023, and

d) the Summary of Significant Accounting Policies and other explanatory information for the years ended 31st March, 2025, 31st March, 2024 & 31st March, 2023, (hereinafter collectively referred as the "Restated Consolidated Financial Information") as approved by the Board of Directors of the Company at their meeting held on dated 3rd July 2025 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and prospectus to be prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("SME IPO") prepared in terms of the requirements of :

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

b.) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time in pursuance of provision of Securities and Exchange Board of India Act, 1992 ("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").

1. Managements Responsibility for the Restated Consolidated Summary Statement

The Companys management and Board of Directors are responsible for the preparation of the Restated Consolidated Financial summary statement for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and prospectus to be filed with Securities and Exchange Board of India ("SEBI"), the stock exchanges where the equity shares of the Company are proposed to be listed ("Stock Exchanges") and the Registrar of Companies, situated at Mumbai ("ROC"), in connection with the proposed SME IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company as per the basis of preparation stated in Annexure IV to the Restated Consolidated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

The management and Board of directors of the Company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information and the Restated Consolidated Financial summary statement. The management of the company is also responsible for identifying and ensuring that the company complies with the Act, the ICDR Regulations and the Guidance Note. The Board of Directors of the Indian and foreign subsidiaries are responsible for identifying and ensuring that the subsidiary companies complies with the ACT, ICDR regulations and the guidance Note, as may be applicable.

2. BASIS OF OPINION

We conducted our audit of the Restated Consolidated Financial Statements in accordance with the Standards on Auditing 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 Restated 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 independence requirements that are relevant to our audit of the Restated Consolidated Financial Information under the provisions of the Act and the Rules made there under, 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 Restated Consolidated Financial Information.

We have examined such Restated Consolidated Financial Information taking into consideration that:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with engagement letter dated 4th June 2025 in connection with the proposed SME IPO of equity shares of the Issuer Company; and b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

c) Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information in accordance with the guidance Note; 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 proposed SME IPO of equity shares of the Company.

3. These Restated Consolidated Financial Information have been prepared and compiled by the management from:

The Audited consolidated financial statements of the Group as at and for the year ended 31st March, 2025, 31st March, 2024 & 31st March, 2023 which has been prepared in accordance with IGAAP and AS as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended and other accounting principles generally accepted in India (the "consolidated financial statements"), which have been approved by the Board of Directors at their Board meetings held on 27th June 2025, 12th September, 2024 and 20th September 2023 respectively.

The comparative information for the financial years ended 31st March, 2025, 31st March, 2024 & 31st March, 2023 included in such financial statements have been prepared by making restatement adjustments to the audited consolidated financial statements of the Company as at and for the 31st March, 2025, 31st March, 2024 & 31st March, 2023 prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") which was approved by the Board of directors at their meeting held on 3rd July, 2025.

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

a) Auditors reports issued by us on the consolidated financial statement of the group for the year ended 31st March 2025 and 31st March 2024 on dated 27th June 2025 and 12th September, 2024 respectively and also

b) Auditors Report issued by the previous auditor on dated 20th September 2023 on the consolidated financial statements of the Group as at and for the year ended 31st March, 2023 respectively, as referred in paragraph above.

The financial statements for the year ended 31st March, 2025 and for the year ended 31st March 2024 have been audited by us where as the financial statement as at 31st March 2023 has been audited by other auditors S.S. GAJJA & CO., chartered accountants ( the Previous Auditor) whose reports have been furnished to us by the Companys management and our opinions for the relevant years on the consolidated financial statements, in so far as they relate to the amounts and disclosures included in respect of the company for the relevant years, are based solely on the reports of such other auditors. Our respective opinion on the consolidated financial statements is not modified in respect of the above matter.

As the audits for the financial years ended 31st March, 2023 were conducted by the Companys previous auditors, S S GAJJA & Co, Chartered Accountants (the "Previous Auditors"), and accordingly reliance has been placed on the restated consolidated statement of assets and liabilities and the restated consolidated statements of profit and loss and cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information and collectively, the "2023" Restated Consolidated Financial Information" examined by them for the said years. The examination report included for the said years is based solely on the report submitted by the Previous Auditors. They have also confirmed that the Restated Consolidated Financial Information:

i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended 31 March, 2023 to reflect the same accounting treatment as per the accounting policies, grouping and classification. ii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note The audit reports on the consolidated financial statements issued by Previous Auditors were not modified for the years ended, 31 March, 2023.

As Indicated in our audit report above

a) We have audited the financial statements of the Indian subsidiaries for the year ended 31st March, 2025 & 31st March, 2024 but has not audited the financial statements of Indian Subsidiaries for the year ended 31st March 2023. The share of Indian Subsidiaries in total assets, Total Revenue, net cash flow/(Outflow)and share of profit/ loss in its subsidiaries included in the consolidated financial statements, for the relevant years is from the figures extracted before elimination has been tabulated as below. The Indian subsidiaries for the year ended 31st March 2025 & 31st March 2024 has been audited by us and for the year ended 31st March 2023 have been audited by other auditors, S.S. Gajja & Co. whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors for that year:

(Rs. in Lakhs)

PARTICULARS	As on 31/03/2025	As on 31/03/2024	As on 31/03/2023
Number of Indian subsidiaries	3	3	3
Total Assets	1,296.08	1,044.79	1,251.56
Total Revenues	2,313.28	1,506.77	1,893.58
Net cash inflows/ (outflows)	(23.99)	(16.04)	0.05

Note : The above figures are stated from the audited financial statements of the Indian Subsidiary companies before elimination of the group company transactions under consolidation.

b) It is further stated that we have not audited the financial statements of Overseas subsidiaries and Step-down subsidiary for the reporting years ended on 31st March 2025, 31st March 2024 and 31st March 2023. The consolidated financial statements of Overseas Subsidiaries located at UAE reflect total assets, total revenues and net cash flows/(Outflow) before consolidation adjustments & eliminations included in the Restated Consolidated restated Financial Information for each of those years is tabulated below:

(Rs. in Lakhs)

PARTICULARS	As on 31/03/2025	As on 31/03/2024	As on 31/03/2023
Number of subsidiaries (Incl. Step- down Subsidiaries)	1	1	1
Total Assets	616.11	596.79	496.98
Total Revenues	2,413.69	1,584.95	887.37
Net cash inflows/ (outflows)	-	-	-

Note : The above figures are stated from the consolidated financial statements of the UAE Subsidiary company. The group company transactions related to step down subsidiary ) has been eliminated from the above tabulated figures however the figures given above are before elimination of the other group company transactions between holding & other subsidiary companies forming part of the consolidated restated financial statements.

The company has a UAE subsidiary company Yaap Digital FZE which is also the holding company of the step down subsidiary Yaap Digital FZ LLC. The Consolidated financial statement of the overseas subsidiary Yaap Digital FZE at UAE for the year ended 31st March 2025 has been audited by the other local auditor at UAE, whose reports have been furnished to us by the Companys management. It is further stated that the standalone Balance sheet of this subsidiary company and the step down subsidiary company has not been audited for the year ended 31st March 2025. With respect to the year ended 31st march 2024 and 31st March 2023 the standalone Balance sheet of the UAE subsidiary and step down subsidiary has been audited but consolidated financial statement has not been audited. The management has provided the unaudited consolidated Balance Sheets signed by the Board of Directors for the Financial year ended 31st March 2024 and 31st March 2023, whose figures has been incorporated in the consolidated restated Financial Statements.

Further the Group has an overseas subsidiary Intnt Asia Pacific Pte Ltd located at Singapore for which no audit has been conducted for the financial year ended 31st March 2025, 31st March 2024 and 31st March 2023. The management has provided the unaudited Balance Sheets signed by the Board of Directors for the Financial year ended 31st March 2025, 31st March 2024 and 31st March 2023, whose figures has been incorporated in the consolidated restated Financial Statements and the same has been tabulated as below.

(Rs. in Lakhs)

PARTICULARS	As on 31/03/2025	As on 31/03/2024	As on 31/03/2023
Number of subsidiary	1	1	1
Total Assets	446.29	155.12	238.26
Total Revenues	821.56	422.02	631.23
Net cash inflows/ (outflows)	-	-	-

Note : The above figures are stated from the audited financial statements of the Indian Subsidiary companies before elimination of the group company transactions under consolidation.

Our opinions for the relevant years on the restated consolidated financial statements, in so far as they relate to the amounts and disclosures included in respect of such subsidiary for the relevant years, are based solely on the unaudited financial statements provided to us by the Board of Directors. Our respective opinion on the restated consolidated financial statements is not modified in respect of the above matter.

5. Based on the above and according to the information and explanations given to us and also as per reliance placed on the reports of other auditors for the respective years as mentioned in paragraph 3 and 4 above, and also as per reliance placed on the management with respect to the unaudited financial statement of the subsidiary whose accounts are not been audited, we further report that the Restated Consolidated Financial Information statement:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended at 31st March, 2025, 31st March, 2024, and 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at and for the year ended at 31st March, 2025. b) has been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

6. We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company for Financial Year Ended 31st March, 2025, 31st March, 2024 & 31st March, 2023 proposed to be inclusion in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and prospectus ("Offer Document") for the proposed SME IPO.

Restated Consolidated Statement of Share Capital,	Annexure I.1
Restated Consolidated Statement of Reserves and Surplus	Annexure I.2
Restated Consolidated Statement of Long-Term Borrowing	Annexure I.3
Restated Consolidated Statement of Deferred Tax Liabilities / (Assets)	Annexure I.4
Restated Consolidated Statement of Long-Term Provisions	Annexure I.5
Restated Consolidated Statement of Short-Term Borrowings	Annexure I.6
Restated Consolidated Statement of Trade Payables	Annexure I.7
Restated Consolidated Statement of Other Current Liabilities	Annexure I.8
Restated Consolidated Statement of Short-Term Provisions	Annexure I.9
Restated Consolidated Statement of Property Plant & Equipments	Annexure I.10
Restated Consolidated Statement of Non-Current Investment	Annexure I.11
Restated Consolidated Statement of Long-Term Loans & Advances	Annexure I.12
Restated Consolidated Statement of Other Non-Current Assets	Annexure I.13
Restated Consolidated Statement of Trade Receivables	Annexure I.14
Restated Consolidated Statement of Cash & Cash Equivalents	Annexure I.15
Restated Consolidated Statement of Short-Term Loans & Advances	Annexure I.16
Restated Consolidated Statement of Other Current Assets	Annexure I.17
Restated Consolidated Statement of Revenue from Operations	Annexure II.1
Restated Consolidated Statement of Other Income	Annexure II.2
Restated Consolidated Statement of Cost of Services	Annexure II.3
Restated Consolidated Statement of Employee Benefit Expenses	Annexure II.4
Restated Consolidated Statement of Finance Cost	Annexure II.5
Restated Consolidated Statement of Depreciation & Amortisation	Annexure II.6
Restated Consolidated Statement of Other Expenses	Annexure II.7
Restated Consolidated Statement of Exceptional Items	Annexure II.8
Restated Consolidated Statement of Earnings Per Share	Annexure II.9
Restated Consolidated Statement of Cash Flow Statement	Annexure III
Restated Consolidated Statement of significant accounting policies	Annexure IV
Restated Consolidated Statement of Other Disclosure to Restated Financial Statements	Annexure V
Restated Consolidated Statement of Accounting Ratios	Annexure VI
Restated Consolidated Statement of Capitalization	Annexure VII
Restated Consolidated Statement of Tax shelter	Annexure VIII
Restated Consolidated Statement of related party transaction	Annexure IX
Restated Consolidated Statement of Dividend	Annexure X
Restated Consolidated Statement of Changes in the Significant Accounting Policies	Annexure XI
Restated Consolidated Statement of Contingent Liabilities	Annexure XII

7. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 4 & 5 above except the EPS reflected separately giving the retrospective effect of the Bonus shares issued after the year ended 31st March 2025.

8. 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 or the previous auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

10. Our report is addressed to and is provided to enable the Board of Directors for inclusion of this report in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and prospectus to be filed by the company with SEBI, Stock exchanges and ROC in connection with the proposed SME Initial Public Offering (SME IPO) of the equity shares of the company. 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 SHWETA JAIN & CO.

CHARTERED ACCOUNTANTS

F.R.N. : 127673W

S/d

PRIYANKA JAJU

(Partner)

Membership No. : 416197

Place : Thane

Date : 3rd July 2025

UDIN No : 25416197BMJHBL2611