We have audited the accompanying Standalone Financial
Statements of Zeal Global Services Limited ("the
Company"), which comprise the Balance Sheet as at
March 31, 2025, the Statement of Profit and Loss and
Statement of Cash Flows for the year ended on that date,
and a summary of the significant accounting policies,
notes to accounts and other explanatory information.

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 other accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2025, the profit 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
(SAs), as 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 MATTERS

Key audit matters ("KAM") are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit
of the 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 Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in
the Management Discussion and Analysis, Board's
Report including Annexure to Board's Report, Business
Responsibility Report, Corporate Governance and
Shareholder's Information, but does not include the
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 the
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.

MANAGEMENT'S RESPONSIBILITY 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, in accordance 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 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 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 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.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the 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 regulations 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 communications.

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, 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 matters stated in the paragraph (i)
(vi) below on reporting under Rule 11(g).

c) The Balance Sheet, the Statement of Profit and
Loss and 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 Accounting Standards
specified under Section 133 of the Act, read with
relevant rule issued thereunder.

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".

g) In our opinion, the managerial remuneration
for the year ended March 31, 2025 has been
paid/ provided by the Company to its directors in
accordance with the provisions of section 197 read
with Schedule V to the Act.

h) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2(b) above on
reporting under Section 143(3)(b) and paragraph (i)
(vi) below on reporting under Rule 11(g).

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, 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 Financial Statements - Refer Note-
280) 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-28(ii) to the standalone
Financial Statements.

iii) There were no amounts which required to be
transferred by the Company to the Investor
Education and Protection Fund Refer Note - 44
to the standalone Financial Statements.

iv) a) The management has represented that, to the

best of its knowledge and belief, 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 to
or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to
the best of its knowledge and belief, 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 Party or

• provide any guarantee, security or the like
from or on behalf of the Ultimate Beneficiaries;
and

(c) Based on such audit procedures as
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 (d) (i) and (d)
(ii) contain any material mis-statement.

v) The Company has not declared/ paid any
dividend during the year.

vi) Based on our examination which included test
checks, during the year, the Company has
used accounting software for maintaining its
books of account which does not have a feature
of recording audit trail (edit log) facility, as
described in note 46 to the financial statements,
therefore, we are unable to comment on audit
trail feature in respect of such accounting
software.