(FORMERLY KNOWN AS CREATIVE PERIPHERALS AND DISTRIBUTION LTD.)

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of CREATIVE NEWTECHLIMITED (Formerly Known as CREATIVE PERIPHERALS AND DISTRIBUTION LTD.) ("theCompany") which comprise the Balance Sheet as at 31 March 2022 and the Statement ofProfit and Loss (including other comprehensive income) Statement of Changes in Equity andStatement of Cash Flows for the year then ended and Notes to the Financial Statementsincluding a Summary of Significant Accounting Policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2022 and Profit Total Comprehensive Income Changes in Equity and itsCash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143 (10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of the Ind ASfinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our unmodified opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters

We have determined the matters described below to be the key audit matters to becommunicated in our report.

Other information

The Company's management and Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditor's reportthereon. Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the standalone IndAS financial statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with accounting principles generally acceptedin India including Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Ind AS financial statements management is responsible for assessingthe Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditors' Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS financial statements.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

As part of an audit in accordance with SAs. We exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign 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 whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Ind AS financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Ind AS financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order 2020 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanation given to us we give in "Annexure 1" a statement on the mattersspecified in paragraphs 3 & 4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act we report that:

I. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

II. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

III. The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

IV. In our opinion the aforesaid Ind AS Financial Statements comply with the IndianAccounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevantrules issued thereunder.

V. On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms ofSection 164(2) of the Act.

VI. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we give ourseparate Report in "Annexure 2".

VII. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed pending litigations which would impact its financialposition in Note no. 35 of the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. a. The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b. The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;

c. Based on such audit procedures performed that have been considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. The dividend declared and paid during the year by the Company is in compliance withSection 123 of the Act.

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

1. In respect of its Property Plant and Equipment:

I. • The company has maintained proper records showing full particulars includingquantitative details and situation of the Property Plant and Equipment.

• The company has maintained proper records showing full particulars of intangibleassets.

II. The Property Plant and Equipment are physically verified by the managementaccording to a phased program designed to cover all the items over a period which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. Pursuant to the program a portion of the Property Plant and Equipment have beenphysically verified by the management during the year and no material discrepancies werenoticed on such physical verification.

III. The title deeds of immovable properties recorded in the books of account of theCompany are held in the name of the Company.

IV. The company has not revalued its Property Plant and Equipment (including Right ofUse assets) or intangible assets during the year. Thus the requirement on reporting underparagraph 3(i)(d) is not applicable to the Company.

V. As informed by the management no proceedings have been initiated or are pendingagainst the company for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (45 of 1988) and rules made thereunder.

2. I. The inventory has been physically verified by management at the year end. In ouropinion the frequency of verification is reasonable. As informed no materialdiscrepancies were noticed on physical verification carried out during the year.

II. The Company has a working capital limit in excess of Rs 5 crore sanctioned by banksbased on the security of current assets. The quarterly returns/statements in respect ofthe working capital limits have been filed by the Company with such banks and suchreturns/statements are in agreement with the books of account of the Company for therespective periods.

3. According to the information and explanation provided to us during the year thecompany has made investments in one wholly owned subsidiary and has not provided anyguarantee or security and granted any loans or advances in the nature of loans securedor unsecured to companies firms Limited Liability Partnerships or any other partiesduring the year.

I. In our opinion and according to information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly the requirement on reporting under paragraph 3(iii)(a) of theOrder is not applicable to the Company.

II. According to the information and explanation given to us and the records producedto us and based on the audit procedures conducted by us we are of the opinion that theInvestments made are prima facie not prejudicial to the interest of the company.

III. The company has no loans and advances in nature of loans. Thus the requirement ofreporting under paragraph 3(iii)(c) of the Order is not applicable to the Company.

IV. The company has not provided any loans and advances. Thus the requirement ofreporting under paragraph 3(iii)(d) of the Order is not applicable to the Company.

V. The company had not provided any loans and advances which have fallen due during theyear. Thus the requirement of reporting under paragraph 3(iii)(d) of the Order is notapplicable to the Company.

VI. The company has not granted any loans and advances in nature of loans that areeither repayable on demand or without specifying the terms of repayment.

4. As per the information and explanation given to us in respect of loans investmentsguarantees and securities the Company has complied with the provisions of Section 185 and186 of the Act.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the provisions of Sections 73to 76 of the Act and the rules framed there under. Therefore the provisions of clause (v)of paragraph 3 of the Order are not applicable to the Company.

6. As per the information and explanations given to us in respect of the class ofindustry in which the Company falls the maintenance of cost records has not beenprescribed by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013. Therefore the provisions of clause (vi) of paragraph 3 of the Order are notapplicable to the Company.

7. In respect of statutory dues:

I. According to the information and explanations given to us undisputed statutorydues including Goods and Service tax Provident Fund Employees' State InsuranceIncome-tax Sales Tax Service Tax duty of Custom duty of Excise Value Added Tax cessand other material statutory dues applicable to the Company have been regularly depositedby it with the appropriate authorities in all cases during the year. There were noundisputed amounts payable in respect of Goods and Service tax Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax duty of Custom duty of Excise ValueAdded Tax cess and other material statutory dues in arrears as at March 31 2022 for aperiod of more than six months from the date they became payable.

II. According to the information and explanations given to us there are no dues ofGST Provident fund Employees' State Insurance Income-tax Sales tax Service tax Dutyof Customs Value added tax Cess or other statutory dues which have not been deposited bythe Company on account of disputes except for the following:

8. During the course of our examination of the books and records of the Company andaccording to the information and explanation given to us there were no transactionsrelating to previously unrecorded income that were surrendered or disclosed as incomeduring the year in the tax assessments under the Income Tax Act 1961 (43 of 1961) duringthe year.

9. I. According to the information and explanation given to us the records produced tous and on the basis of our examination of records of the company the company has notdefaulted in repayment of loans or other borrowings or in the payment of interest thereonto any lender.

II. The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

III. According to the information and explanation given to us the records produced tous and on the basis of our examination of records of the company the term loans wereapplied for the purpose for which the loans were obtained.

IV. According to the information and explanation given to us the funds raised on shortterm basis have not been utilized for long term purposes.

V. According to the information and explanation given to us the company has not takenany funds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures.

VI. According to the information and explanation given to us the Company has notraised loans during the year on the pledge of securities held in its subsidiaries jointventures or associate companies

10. I. The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instrument) or term loans hence reporting under clause (x)(a)of the order is not applicable to Company.

II. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has made preferential allotment of4 lakhs fully paid equity shares during the year at an issue price of Rs. 110 per shares.Issue of shares were in compliance with section 42 and 62 of the companies act 2013 andthe company has used the funds for the purpose for which the issue of shares was made.

11. I. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the Company or any fraud on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such instance by themanagement.

II. According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of the Companies (Audit and Auditors) Rules with the CentralGovernment.

III. As informed by the management no whistle blower complaints has been received bythe Company during the year.

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause (xii) of paragraph 3 of the Order are not applicable to the Company.

13. As per the information and explanation given to us all transactions entered intoby the Company with the related parties are in compliance with Sections 177 and 188 ofAct where applicable and the details have been disclosed in the Financial Statements asrequired by the applicable Ind Accounting Standards.

14. I. Based on information and explanations provided to us and as per our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

II. We have considered the internal audit reports of the Company issued till the evendate for the period under Audit.

15. In our opinion during the year the Company has not entered into any non-cashtransactions with its directors or persons connected with him and hence provisions ofsection 192 of the Companies Act 2013 are not applicable to the Company.

16. I. As per the information and explanation given to us the Company is not requiredto be registered under Section 45-IA of the Reserve Bank of India Act 1934. Hence theprovisions of (xvi) of the Order is not applicable to the Company.

II. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

III. The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

IV. According to the information and explanations provided to us the Group (as per theprovisions of the Core Investment Companies (Reserve Bank) Directions 2016) has no CIC aspart of the Group accordingly the clause 3(xvi)(d) of the order is not applicable.

17. The Company has not incurred cash losses during the financial year and theimmediately preceding financial year.

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

19. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realization of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatthe Company is not capable of meeting its liabilities existing at the date of balancesheet as and when they fall due within a period of one year from the balance sheet date.We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

20.In our opinion and according to the information and explanations given to us thereis no unspent amount under sub-section (5) of Section 135 of the Companies Act 2013pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

Opinion

We have audited the internal financial controls over financial reporting of CREATIVENEWTECH LIMITED (Formerly Known as CREATIVE PERIPHERALS AND DISTRIBUTION LTD.) ("theCompany") as of 31st March 2022 in conjunction with our audit of the Ind ASfinancial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI. Our opinion isnot modified in respect of this matter.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing specified under section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth issued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.