We have audited the accompanying Standalone Financial
Statements of Oricon Enterprises Limited (“the Company”), which
comprise the Balance Sheet as at March 31,2025, the Statement
of Profit and Loss (including Other Comprehensive loss), the
Statement of Changes in Equity and the Statement of Cash Flows
for the year ended on that date, and notes to financial statements,
including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the
Standalone 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 (“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, the
profit and total comprehensive income, 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 in
accordance with the Standards on Auditing specified under
section 143(10) of the Act (SAs). Our responsibilities under those
Standards 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 (ICAI) together with the independence
requirements that are relevant to our audit of the Standalone
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
audit 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 financial year. 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. We have determined the matter described below to be the
key audit matter to be communicated in our report.

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

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board’s Report including Annexures to Board’s
report but does not include the Standalone Financial Statements
and our auditor’s report thereon. The Board’s Report including
Annexures to Board’s Report is expected to be made available to
us after the date of this auditor’s report

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
identified above when it becomes available 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.

When we read the Board’s Report including Annexures to Board’s
Report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those
charged with governance and describe actions applicable in the
applicable laws and regulations.

Responsibilities of Management and Those Charged with
Governance for the Standalone 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 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 other accounting principles
generally accepted in India including the Accounting Standards
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 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, 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 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

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 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 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.

Materiality is the magnitude of misstatements in the Standalone
Financial Statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably
knowledgeable user of the 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 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 Financial Statements of
the current financial year 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 Companies Act,
2013, 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 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 except for the
matter stated in paragraph i(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive loss, Statement of
Changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the
relevant 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) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks as stated in paragraph (b) above on reporting
under Section 143(3)(b) and paragraph i(vi) below on
reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

f) 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.

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’. Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls
over financial reporting.

h) 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.

i) 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 as at March 31, 2025 on its financial
position in its Standalone Financial Statements -
Refer Note 58 to the Standalone Financial
Statements.

ii. The Company did not have any long-term contracts
including derivatives contracts for which there were
any material foreseeable losses - Refer Note 59 to
the Standalone Financial Statements.

iii. There has been no delay in transferring amounts to
the Investor Education and Protection Fund by the
Company during the year ended March 31, 2025 -
Refer Note 60 to the Standalone Financial
Statements.

iv. (a) The Management has represented that, to the

best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) 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 entity
(“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

(b) The Management has represented, that, to the
best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received by the
Company from any person or entity, including
foreign entity (“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. Refer Note 66(vii) to the
Standalone Financial Statements.

(c) 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 (a) and (b) above,
contain any material misstatement.

(v) The dividend declared or paid during the year by the
Company is in compliance with Section 123 of the
Act.

(vi) 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
and the same has operated throughout the year for
all relevant transactions recorded in the software
except for the period from April 01,2024 to January
09, 2025. Further, during the course of our audit we
did not come across any instance of audit trail
feature being tampered with for the period from
January 10, 2025 to March 31, 2025. Additionally,
the audit trail has been preserved by the company
for the period from January 10, 2025 to March 31,
2025 as per the statutory requirements for record
retention.

For S G N & Co.

Chartered Accountants

Firm Registration No: 134565W

Shreyans Jain

Partner

Membership Number: 147097

UDIN: 25147097BMIVZM5515

Place: Mumbai

Date: May 28, 2025