To the Members of M/s Mirch Technologies (India) Limited.

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of M/s MirchTechnologies (India) Limited (the Company) which comprise the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss for the year then ended the Statement ofChanges in Equity and the Statement of Cash Flows for the year the ended and a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022the loss changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) together with theindependence requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made there under and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board's Report includingAnnexures to Board's Report Business Responsibility Report Corporate Governance andShareholder's Information but does not include the standalone financial statementsand our auditor's report thereon.

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

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

If based on the work we have performed we conclude that there is amaterial misstatement of this other information; we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters insection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015. This responsibility also includes the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingof the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of internal financial control that were operating effectively for ensuringthe accuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's responsibilities for the audit of the financialstatements

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

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internal

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the ‘Annexure A' astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion the standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014.

e) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as a director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B".

g) With respect to the other matters to be included in theAuditor's 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 theexplanations given to us:

i. The Company does not have any pending litigations which would impactits financial position;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1 under ‘Report on other legal andregulatory requirements' section of our report to the members of Mirch Technologies(India) Limited of even date)

(1) In Respect of its fixed assets:

(a) The company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and equipment.

(b) Property Plant and equipment of the Company were physicallyverified by the management during the year and no material discrepancies were noticed onsuch verification

(c) According to the information and explanations given to us therecords examined by us we report that the Company does not hold any freehold are held inthe name of the Company as at the balance sheet date.

(2) The inventory has been physically verified by the management duringthe year. In our opinion the frequency of such verification is reasonable. According tothe information and explanations given to us and as examined by us no materialdiscrepancies were noticed on such verification.

(3) According to information and explanation given to us the companyhas not granted any loan secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register required under section 189 of theCompanies Act 2013. Accordingly paragraph 3 (iii) of the order is not applicable.

(4) In our opinion and according to information and explanation givento us the company has not granted any loans or provided any guarantees or given anysecurity or made any investments to which the provision of section 185 and 186 of theCompanies Act 2013. Accordingly paragraph 3 (iv) of the order is not applicable.

(5) In our opinion and according to the information and explanationsgiven to us the company has not accepted any deposits and accordingly paragraph 3 (v) ofthe order is not applicable.

(6) The Central Government of India has not prescribed the maintenanceof cost records under sub-section (1) of section 148 of the Act for any of the activitiesof the company and accordingly paragraph 3 (vi) of the order is not applicable.

(7) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundemployees' state insurance income-tax sales- tax service tax goods and servicetax duty of customs duty of excise value added tax cess and other material statutorydues have been generally regularly deposited during the year by the company with theappropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax sales- tax service tax goods and service tax duty of customs duty ofexcise value added tax cess and other material statutory dues were in arrears as atMarch 31 2022 for a period of more than six months from the date they became payableexcept as per details below:

(7) (b) According to the information and explanations given to us andthe records of the company examined by us there are no dues of income-tax sales- taxservice tax goods and service tax duty of customs duty of excise and value added taxwhich have not been deposited on account of any dispute.

(8) In our opinion and according to the information and explanationsgiven to us the company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act.1961 asincome during the year. Accordingly paragraph 3 (viii) of the order is not applicable.

(9) In our opinion and according to the information and explanationsgiven to us the company has no outstanding dues to any financial institutions or banks orany government or any debenture holders during the year. Accordingly paragraph 3 (ix) ofthe order is not applicable.

(10) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) and has not taken any termloans during the year. Accordingly paragraph 3 (x) of the order is not applicable.

(11) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(12) The Company is not a Nidhi Company and accordingly paragraph 3(xii) of the order is not applicable to the Company.

(13) According to the information and explanations given to us andbased on our examination of the records of the company transactions with the relatedparties are in compliance with section 177 and 188 of the Act. Where applicable thedetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(14) The company has an internal audit system commensurate with sizeand nature of its business. The Internal audit reports of the company issued till the dateof the audit report for the period under audit has been considered by us.

(15) The company has not entered into any non-cash transactions withits directors or persons connected with its directors and hence requirement to report onclause 3(xv) of the order is not applicable to the company.

(16) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934Accordingly clause 3(xvi)(a) of the Order isnot applicable (b) The Company is not required to be gistered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order Is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe Regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanations provided to us duringthe course of audit the Group does not have any CIC. Accordingly the Requirements ofclause 3(xvi)(d) are not applicable.

(17) The Company has incurred cash loss in the current financial yearand not Incurred cash loss in the immediately Preceding financial year.

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

(19) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(20) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of theCompanies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) ofthe Order are not applicable.

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 2 (f) under ‘Report on other legal andregulatory requirements' section of our report to the Members of Mirch Technologies(India) Limited of even date)

Report on the internal financial controls over financial reportingunder clause (i) of sub - section 3 of section 143 of the Companies Act 2013 ("theAct")

Opinion

We have audited the internal financial controls over financialreporting of Mirch Technologies (India) Limited ("the Company") as at March 312022 in conjunction with our audit of the financial statements of the Company for theyear ended on that date.

In our opinion and according to the information and explanations givento us the Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

Management's responsibility for internal financial controls

The board of directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the standards on auditing prescribed under Section 143 (10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols. Those standards and the guidance note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting were established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement in the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial control system over financial reporting.

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper management ofoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.