We have audited the standalone financial statements of FDC
Limited (the "Company”) which comprise the standalone balance
sheet as at 31 March 2026, and the standalone statement of profit
and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of
cash flows for the year then ended, and notes to the standalone
financial statements, including material accounting policies and
other other explanatory information in which is incorporated
financial information from one branch in Hampshire, United
Kingdom (hereafter referred as "the Financial Statements").

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("Act”) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2026, and its profit and other comprehensive income, changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matter

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

Revenue Recognition on Sale of products

See Note 28 and 47 to standalone financial statements

Other Information

The Company’s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company’s directors’
report, but does not include the financial statements and
auditor’s report thereon.

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

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

Management's and Board of Directors' Responsibilities
for the Standalone Financial Statements

The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section
133 of the Act. 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 standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, the
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 the Board
of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error,
and to issue an 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 standalone financial statements.

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

• Obtain an understanding of internal control 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 with reference to financial statements
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 the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
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 standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
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

1. As required by the Companies (Auditor’s Report) Order,
2020 ("the Order”) issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
the "Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act,
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. In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination
of those books.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows dealt
with by this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 1 April 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2026 from being appointed as a director in
terms of Section 164(2) of the Act.

f. The remarks relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2A(b) above.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”.

B. With respect to the other matters to be included in
the Auditor’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 the explanations given to us:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2026 on its
financial position in its standalone financial
statements - Refer Note 42 to the standalone
financial statements.

b. The Company did not have any long¬
term contracts including derivative
contracts for which there were any material
foreseeable losses.

c. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.

d (i) The management has represented that,
to the best of their knowledge and belief,
as disclosed in the Note 52(e) to the
standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that,
to the best of their knowledge and belief,
as disclosed in the Note 52(f) to the
standalone financial statements, no funds
have been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Parties ("Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable and

appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (i) and (ii) above, contain
any material misstatement.

e. The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with Section
123 of the Act.

f. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility. For accounting software for
which audit trail feature is enabled, the audit
trail facility has been operating throughout the
year for all relevant transactions recorded in
the software and we did not come across any
instance of audit trail feature being tampered
with during the course of our audit. Additionally,
except where audit trail (edit log) facility was
not enabled in the previous year, the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

C. With respect to the matter to be included in the
Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants

Firm’s Registration No.:101248W/W-100022

Amar Sunder

Partner

Membership No.: 078305
ICAI UDIN:26078305GYOXUB6177