We have audited the accompanying Standalone Ind AS Financial Statements Orchasp Limited ("the company”), which
comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended, and
the notes to the standalone financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the "Standalone Ind AS Financial Statements”).

Based on the information and explanations provided to us, except for the possible effects of the matter described in
the "Basis for Qualified Opinion” section of our report, we are of the opinion that the aforesaid standalone 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, its profit including
other comprehensive income, changes in equity and its cash flows for the year ended on 31st March 2025.

Basis for Qualified Opinion

1. We refer to the carrying value of investments of Rs. 6,825 lakhs held in Wholly Owned Subsidiary at Portugal in
Cybermate International, Unipessoal, LDA which has been non -operational for over four years. The Company has
defaulted in statutory filings for the period and the Portuguese Authorities have issued a notice of cancellation of
Certificate of Incorporation. We are unable to comment upon the carrying value of investments whether any provision
for impairment in the value of investments is required.

2. The Trade Receivables are due from more than 6 months. In the absence of confirmations of Trade payables, Trade
Receivables and various advances/loans, we are unable to comment on the extent to which such balances are payable/
recoverable.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing
("SA” s) 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 Standalone Ind AS Financial Statements section of our report. We are
independent of the Group 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 Standalone Ind AS Financial
Statements 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 ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial
Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone financial statements for the year ended March 31, 2025. 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. For each matter below, our description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Standalone Financial
Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial
Statements. The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Information Other than the Financial
Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Annual Report,
but does not include the Standalone Ind AS Financial
Statements and our auditor's report thereon.

Our opinion on the Standalone Ind AS 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 Standalone Ind AS
Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the Standalone
Ind AS Financial Statements or with 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 Standalone
Ind AS Financial Statements

The Company's Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Ind AS
Financial Statements that give a true and fair view of the
financial position, financial performance, including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding 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 Ind AS
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 Ind AS Financial Statements,
management is 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 Responsibilities for the Audit of the
Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone Ind AS 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 Ind AS 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 Ind AS 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 is 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 standalone 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 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 Standalone
Ind AS 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 Ind AS Financial Statements,
including the disclosures, and whether the Standalone
Ind AS Financial Statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in
the Standalone Ind AS Financial Statements that,
individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable
user of the Standalone Ind AS Financial Statements
may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any
identified misstatements in the Standalone Ind AS
Financial Statements.

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
Ind AS 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 sub-section (11) of
section 143 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. As required by Section 143(3) of the Act, based on our
audit we report that:

a) We have sought and except for the effects of the
matters described in the Basis for Qualified opinion
paragraphs, 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 effects of the matters described in the
Basis for Qualified opinion paragraphs above, in our
opinion, proper books of accounts as required by law
have been kept by the Company.

c) The Balance Sheet, 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
relevant books of account.

d) Except for the effects of the matters described in the
Basis for Qualified opinion paragraphs above, in our
opinion, the aforesaid Standalone Ind AS Financial
Statements comply with the Ind AS specified under
Section 133 of the Act, read with relevant rules issued
there under.

e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act.

f) 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”. Our report
expresses a qualified opinion on the adequacy and
operating effectiveness of the Company's internal
financial controls over financial reporting.

g) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act.

h) 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,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
Ind AS Financial Statements. (Refer Note No: 25 of
Notes to Standalone Financial Statements)

ii. The Company does not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

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

iv. (a) The Management has represented that, to the best
of its knowledge and belief, other than as disclosed in
the notes to 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 persons or
entities, 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 ("Ultimate
Beneficiaries”) by or on behalf of the Company or
provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of
its knowledge and belief, other than as disclosed in
the notes to accounts, no funds have been received
by the Company from any persons or entities,
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 ("Ultimate Beneficiaries”)
by or on behalf of the Funding Parties or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on such audit procedures performed 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 in
sub-clause (i) and (ii) of Rule 11(e), as provided under
(iv) and (v) above contain any material misstatement.

v. The company has not declared or paid any dividend
during the year.

For J M T & Associates.,

Chartered Accountants

FRN: 104167W

Sd/-

Vijaya Prathap M

Partner

Membership No: 213766

UDIN: 25213766BMIXVJ9564

Place : Mumbai

Date : 28-05-2025