We have audited the accompanying Standalone Financial
Statements of TAAL Enterprises Limited (“the Company”),
which comprise the Standalone Balance sheet as at 31 March,
2025, the Standalone Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Standalone
Cash Flow Statement and the Standalone Statement of
Changes in Equity for the year then ended, and notes to the
Standalone Financial Statements, including a summary of
material accounting policies considering amendments in IND
AS 1 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 Company (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 31 March, 2025, its profit including other
comprehensive income, its cash flows and the changes in
equity 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 (“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 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 ethical 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 obtained by us is sufficient and appropriate
to provide a basis for our audit opinion on the Standalone
Financial Statements.

Emphasis of Matter

We draw attention to Note 33 to the financial statements, which
describes that the Hon'ble National Company Law Tribunal
(NCLT) has, vide its order dated 21 May 2025, approved the
Scheme of Merger between TAAL Tech India Private Limited
and TAAL Enterprises Limited. Our opinion is not modified in
respect of this matter.

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 that there are no key audit matters to
communicate in our report.

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

The Company's Management and Board of Directors is
responsible for the other information. The other information
comprises the information included in the Annual Report,
but does not include the Consolidated Financial Statements,
Standalone Financial Statements and our 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 such other information
is materially inconsistent with the Standalone 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 the Management for the Standalone
Financial Statements

The Company's Management and 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 including other comprehensive
income, cash flows and changes in equity 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 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 are 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 financial 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 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 the Management and
Board of Directors.

• Conclude on the appropriateness of Management and
Board of Directors 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 represents 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 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. A) As required by Section 143(3) of the Act, based on
our audit, we report that:

a) We have sought obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purpose 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 the Statement
of Other Comprehensive Income, the Standalone
Cash Flow Statement and Statement of Changes
in Equity 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) On the basis of the written representations received
from the directors as on 31 March, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31 March, 2025 from

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

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our attention 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. There is no dividend declared or paid during
the year by the Company. Thus, compliance
with Section 123 of the Act is not applicable.

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. Further,
during the course of our audit we did not come
across any instance of audit trail feature being
tampered with. Additionally, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention for
FY 2024-25.

2. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government
in terms of section 143(11) of the Act, we give in the
“Annexure B” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

For V. P. Thacker & Co.

Chartered Accountants
Firm Registration No. 118696W

Abuali Darukhanawala

Partner

Place: Mumbai Membership No.108053

Date: 28 May 2025 UDIN: 25108053BMIPUB8556