We have audited the financial statements of Osia Hyper Retail Limited (“the Company”), which
comprise the Balance Sheet as at 31st March 2025, and the statement of Profit and Loss (including Other
Comprehensive Income), the statement of changes in Equityand statement of cash flows for the year
ended on that date, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.

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 Act in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 othe 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 31st March, 2025, its profit, total 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 (“SA”s) specified under section
143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 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.

The auditor's qualifications and emphasis of matter regarding delayed payments to NBFC and
limitations in IT system controls are as follows:

Auditor's Qualification on Delayed Payments to NBFC:

• The auditor noted a qualification stating that the company delayed payments to a Non-Banking
Financial Company (NBFC) in respect of certain vendor financing arrangements within agreed timelines
which is a contractual non-compliance and potentially affecting creditor relationships and possibly
liabilities reported.

Effects on Financial Statements:

• The delayed payments qualification impacts the presentation of liabilities, highlighting possible
overdue dues in financial disclosures

Emphasis of Matter on IT System Limitations:

• The auditors have also drawn attention to limitations in the company's accounting software system,
the software used by the company did not maintain an audit trail or edit log for transactions throughout
the year, which is a significant internal control weakness, due to which , the auditors were unable to
fully verify changes or modifications in accounting entries, which may impact the assurance on the
accuracy and completeness of accounting records.

Effects on Financial Statements:

• The IT system limitations relate to internal control effectiveness but were not considered to result in a
material misstatement of the financial statements.

However, the auditors did not modify their opinion but emphasized that this aspect requires
management's attention and improvement in internal controls.

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 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. We have determined the matters
described below to be the key audit matters to be communicated in our report.

Information other than the financial statements and auditors' 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 Board's Report including Annexures to Board's
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

The Company's Board of Directors is 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 and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting
Standards (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 financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the 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.

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

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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 control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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.

• 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.

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 standalone 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 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.

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, 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 matters stated in
paragraph h(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 and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards (IndAS) specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March,
2025 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 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 with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in 'Annexure B'.

g) With respect to the matter to be included in the Auditor's Report under section 197(16), 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) which are required to be commented upon
by us.

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, 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 as
Contingent Liability in Note No.30 in its financial statement

ii. The Company did 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 it'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(s) or entity(ies), 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, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, 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, 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) Based on such 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 mis-statement.

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

vi. Based on our examination which included test checks and information given to us, the
Company has used accounting softwares for maintaining its books of account, which did not
have a feature of recording audit trail (edit log) facility throughout the year for all relevant
transactions recorded in the respective softwares, hence we are unable to comment on
audit trail feature of the said software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended March 31, 2025

For SPJV & Co.

Chartered Accountants
Firm Regn No. 116884W

CA Manoj Jain

Partner

M. No. 409062

Date : 30.05.2025

Place : Ahmedabad

UDIN : 25409062BMNRHZ3648