ERAAYA LIFESPACES LIMITED (FORMERLY KNOWN AS JUSTRIDE ENTERPRISES LIMITED) Report on the Audit of the standalone financial statements Opinion

1.    We have audited the accompanying standalone financial statements of ERAAYA LIFESPACES LIMITED (Formerly known as Justride Enterprises Limited) (the Company), which comprise the Balance Sheet as at March 31^st, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and Notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the financial statements).

2.    In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and the Loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3.    We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 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 ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matter

4.    We draw attention to Note 42 of the financial statements which states as under:

Note on acquisition of Ebix Inc. (US) and FCCB Issuance and related legal proceedings:

During the year under consideration, the Company completed the acquisition of Ebix Inc. and all its global subsidiaries for a Cash Consideration of USD 138.577 Million (net of the contribution made by minority shareholders as debt and equity), against which USD 27.327 million yet to be remitted to complete the accounting of Sale Consideration and thus shown as Current Financial Liabilities in the financial statements. The company issued Secured Foreign Currency Convertible Bonds (FCCBs) for an aggregate principal amount of USD 120 million pursuant to Offering Circular dated August 23, 2024, in 2 tranches of USD 60 Million each, out of which USD 40 million is yet to be received. Necessary legal action has been initiated by the Company for recovery of these funds which is currently pending before High Court of Justice, Kings' Bench Division, England and Wales, hence this USD 40 million is shown as 'Receivable and considered good' in the financial statements.

As per the terms and conditions outlined in offer circular, company is obligated to pledge its investment in Ebix Inc. as collateral security. However, this pledge remains pending as of the balance sheet date.

Further, on petition of certain eligible shareholders, Honorable National Company Law Tribunal (NCLT) by means of passing an interim order dated February 13, 2025 has directed the Company to maintain status quo with respect to all transactions emanating from the said Offering Circular until the final disposal of the petition. Constrained by the NCLT Order, the Company has deferred making any provision for the liabilities of whatsoever nature arising out of the Offering Circular. The company has acknowledged the contingent liabilities of Rs. 55.75 Crores in the audited financial statements in respect of unrecognized interest on FCCBs, subject to the outcome of the ongoing litigation. Considering the above facts, the company has also deferred the accounting treatment for compound financial instruments as prescribed under Ind AS 32 with respect to these bonds in the financials.

Our opinion is not modified with respect to these matters.

Key Audit Matters

5.    Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Information other the financial statements and Auditor's Report thereon

6.    The Company's board of directors are responsible for the preparation of the other information. The other information comprises the information included in the Board's Report including Annexures to Board's Report, Business Responsibility Report but does not include the financial statements and our auditor's report thereon.

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

7.    The accompanying financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8.    In preparing the financial statements, management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor's Responsibility for the Audit of the Financial Statements

9.    Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 SAs 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 users taken on the basis of these financial statements.

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

•    Identify and assess the risks of material misstatement of the 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 fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•    Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

•    Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures

in the 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern and •    Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,

and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

11.    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.

12.    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.

13.    From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's 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

14.    As required by Section 197(16) of the Act and based on our audit, we report that the Company has paid remuneration to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act wherever applicable.

15.    As required by the Companies (Auditor's 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 Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

16.    Further to our comments in the Annexure A, 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 purposes of our audit.

b)    Except for the matters stated below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c)    The Balance Sheet and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d)    In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e)    On the basis of the written representations received from the directors of the Holding Company as on March 31,2025, and the reports of the statutory auditors of its step down subsidiary/associate companies covered under the Act, except in case of 3 step down subsidiaries, where written representation from Mr. Robin Raina was not received, none of the directors of the Group companies is disqualified as on March 31,2025 from being appointed as a director in terms of Section 164(2) of the Act. In case of holding company, Mr. Robin Raina, who was removed as a director with effect from November 19, 2024, pursuant to members' approval at the Extraordinary General Meeting, is not considered a director of the Holding Company as on March 31, 2025.

f)    The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 16(b) above on reporting under section 143(3)(b) of the Act and paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)

g)    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 wherein we have expressed unmodified opinion and

h)    With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the companies (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i.    The Company does not have any material pending litigations which effects on its financial position in its financial statements other than those disclosed in note 42 and 43 of the financial statements.

ii.    The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses;

iii.    There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended on March 31,2025.

iv.    (a) The management has represented to us that, to the best of management's knowledge and

belief, other than as disclosed in the notes to the accounts, 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 person or entity, including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b)    The management has represented to us that, to the best of management's knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, 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 on behalf of the Ultimate Beneficiaries; and

(c)    According to the information and explanations given to us and based on our examination of the records of the company, nothing has come to our notice that has caused us to believe that the representations made above contain any material mis-statement.

v.    No dividend declared by the company declared or paid by the Company during the year.

vi.    Based on examination which included test checks, except for instances mentioned below, the company in respect of financial year commencing on April 01,2024, have used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year 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 other than the consequential impact of the exceptions given below. Furthermore, except for the instances/matters given below, the audit trail has been preserved by the company as per the statutory requirements for record retention,

For KSMC & Associates Chartered Accountants Firm Registration No. 003565N

CA SACHIN SINGHAL Partner

Membership No. 505732 UDIN: 25505732BMOSCM3864

Date: 30/05/2025 Place: New Delhi