Panache Digilife Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying Ind AS financial statements of Panache Digilife Limited
("the Company”), which comprises the Balance Sheet as at 31st March, 2025, the Statement
of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity
and Statement of Cash Flow for the year ended on that date and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "Ind AS Financial Statements”).

Opinion

In our opinion and to the best of our information and according to the explanations given to
us by the management of the Company, the aforesaid Ind AS 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 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 31^st March 2025, and its profit (including Other
Comprehensive Income), changes in equity and its cash flows for the year ended on that
date.

Basis of Our Opinion

We conducted our audit of the Ind AS 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 Ind
AS 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 Ind
AS financial statements under the provisions of the Act and the Rules 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 Ind AS 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 Ind AS Financial Statements as a
whole, and in forming our opinion thereon and we do not provide a separate opinion on
these matters.

Key Audit Matter	How our audit addressed the Key Audit Matter
1. Issue of Additional Equity Shares Promoters.	o Investors and Equity Warrants to the
During the year ended 31st March,2025, the Company, as part of its capital raising initiatives, has issued additional equity shares to the investors on a preferential basis and equity share warrants to the promoters. These issuances were carried out in accordance with the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, and the applicable SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity warrants entitle the holders (promoter) to apply for equity shares at a future date at a pre¬ determined price. We consider this a key audit matter due to the material impact of these transactions on the Company’s capital structure and financial position, and the involvement of significant judgments and estimates, including: • Determination of fair value of equity shares and warrants. • Compliance with regulatory and procedural requirements under the Companies Act, 2013 and SEBI Regulations.	Our procedures included, but were not limited to, the following: • Reviewed Board and shareholders’ resolutions approving the issuance of equity shares and warrants, • Examined compliance with applicable provisions of the Companies Act, 2013, including Sections 42 and 62, and SEBI (ICDR) Regulations, • Verified valuation reports issued by an independent registered valuer to assess the basis for determining issue price, • Inspected Form PAS-3 and other related statutory filings with the Registrar of Companies. • Evaluated the accounting treatment of proceeds received, including classification between share capital, securities premium, and warrant money, including treatment of expenses in relation to issue of shares & warrants as per IndAS 32 para 37.

• Accounting treatment of equity share capital, securities premium, share application/warrant money received, treatment of expenses in respect of issue of shares & warrants. • Adequacy and accuracy of financial statement disclosures relating to these issuances.	• Assessed the disclosures in the standalone financial statements, including Notes to Accounts, to ensure adequacy and compliance with Schedule III to the Companies Act, 2013 and applicable Indian Accounting Standards. (Refer Note No.16)
2. Wholly owned Subsidiary - Technofy Digital Private Limited being a non¬ going concern
In respect of Technofy Digital Private Limited (Wholly owned Subsidiary of Panache Digilife Limited), the accounts of the company have been prepared based on the assumption that the company is not going concern for the year ended 31st March 2025, due to the following reason: The subsidiary company has a single and significantly important asset i.e Leasehold Land situated in Bilimora Industrial Area, GIDC, Gujarat upon which it had planned to operate its business, by way of either leasing Part of the area to other entities and/or setting up an IT Industry leading to expansion of its Parent''s business. However, due to lockdown - alike situations across the country due to the Covid-19 pandemic, these operations were not considered feasible by the Company due to low demand and simultaneous high costs for setting up of business. The Management is of the view that the company may establish / carry out / change / plan its business activity in future, which will be time tested. But as far as current year''s Financial Statements are concerned, the fundamental accounting assumption of Going Concern continues to be inappropriate as previous years.	We have carried out the following audit procedures to address our key audit considerations with respect to the said matter; - • Understood the objective of management behind the considering the subsidiary as not going concern. • Evaluated the financials of the wholly owned subsidiary and assessed the ability of the subsidiary to repay the loan provided by the company, thereby determining whether any provision for credit losses was required on such loan provided. • Considered the liquidity of existing assets on the balance sheet of wholly owned subsidiary. • Considered potential downside scenarios and the resultant impact on available funds of wholly owned subsidiary and promoters capacity to fund the company. • Tested whether the company has complied with the provisions of the companies act while providing such financial assistance to the subsidiary. • Made enquiries to administrators to understand the factual content of

In respect of unsecure financial support to the subsidiary, the Management has represented that although the Subsidiary''s Going concern assumption is inappropriate, there is high probability of this amount getting recovered in the future. Thus, no Provision for Impairment has been created.	subsidiary been non-going concern. We went through analyses prepared by management and verified the facts in these analyses and evaluated the conclusions made.
Refer Note - 2 (9) of the Standalone financial statements
3. Import Purchases
As per Ind AS 2 “Inventories”, all direct costs such as transportation cost to bring the inventory to the factory and non¬ refundable taxes and duties is to be added to the cost of inventory itself. Also, as per Ind AS 21 “The effect of Changes in Foreign Exchange Rate”, the foreign currency transactions such as Import Purchases or Payment to such suppliers have to be recorded at spot rate and their outstanding balances (which is a monetary item) is also to be valued at rate as on reporting date.	Our audit procedures include the following: Assessed and tested the method of adding the freight charges including air, sea and other clearing charges as well as custom duty paid to the authorities to the cost of inventory. Assessed and tested the company’s application of Ind AS 21 with respect to recording of such purchases and their settlement either in advance or at a later date. We have also tested its application with respect to the measurement of Import creditors as on reporting date.

Emphasis of Matter Paragraph

We draw attention towards Note No. 12 (Loans & Deposits - current) of the notes to
the Statement of Standalone Audited Results for the year ended 31^st March,2025. In
respect of Unsecured Loan outstanding from its wholly owned subsidiary Technofy
Digital Private Limited:

“The Outstanding amounts of unsecured loans given include balance of loans given to
wholly owned subsidiary - Technofy Digital Private Limited during the year amounting to
Rs. 1,35,94,484 at interest rate of 9%. The financial statements of Technofy Digital
Private Limited are prepared on ''non-going concern'' basis. However, the management is
of the opinion that the loans given to the subsidiary would be recovered and accordingly,
no provision for expected credit loss has been provided for this loan."

Our opinion is not modified in respect of these matters.

Information other than the 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 Annual Report but does not include
the financial statements and our auditor’s report thereon. The Annual Report is expected to
be made available to us after the date of this auditor’s report. 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 Ind AS 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 financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. When we
read the Annual Report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance. We have nothing to
report on in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act
with respect to the preparation of these Ind AS financial statements that give a true and fair
view of the financial position, financial performance (including other comprehensive income),
statement of changes in equity and statement of 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 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 Ind AS Financial Statements, the 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 the
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 Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these Ind AS financial statements.

As a 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 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 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 an
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.

> Conclude on the appropriateness of the 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 material
uncertainty exists, we are required to draw attention in our auditor''s report to the related
disclosures in the 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 Ind AS financial
statements, including the disclosures, and whether the Ind AS financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”), issued by
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, 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 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 Balance Sheet, the Statement of Profit and Loss (including other comprehensive
income), Statement of changes in equity and Statement of Cash flow dealt with by this
report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act, read with companies
(Indian Accounting Standards) Rules,2015, as amended.

e. On the basis of written representations received from the directors as on 31^st March 2025
and taken on record by the Board of Directors, none of the directors are disqualified as on
31^st March 2025, from being appointed as a director in terms of Section 164(2) of the
Companies Act, 2013.

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 an unmodified 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, in our opinion and to the
best of our information and according to explanations given to us:

(i) The Company does not have any pending litigations which would impact on its
financial position except sub judice matter under the Goods & Service Tax Act, 2017
for demand raised under the assessment of GST for the F.Y. 2017-18, 2018-19 &
2019-20 and under the Customs Tariffs Act, 1975 for the matter of incorrect
classification of product imported.

(ii) The Company did not have any long-term contracts for which there were any
material foreseeable losses.

(iii) The Company has transferred unclaimed dividend for F.Y. 2016-17 to the Investor
Education and Protection Fund (IEPF) established by the Central Government, apart
from this there is nothing required to transfer any amount 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, 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 Beneficiaries;

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;

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)

a. No dividend had been proposed in the previous year, which was required to be
paid by the Company during the year in accordance with section 123 of Act.

b. The Board of directors of the company does not intend to propose any final dividend
for the year.

(vi) Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended 31^st March 2025, 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 our audit, we did not come across any
instance of audit trail feature being tampered with.

Additionally, the audit trail in respect of prior year has been preserved by the
company as per the statutory requirements under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 r.w. reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014.

For Jain Salia & Associates
Chartered Accountants
[ FRNo: 116291W ]

Place : Mumbai Partner

Date : 13.05.2025 (CA Jayesh K. Salia)

UDIN: 25044039BMJIAI1597 (Membership No. 044039)

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Mar 31, 2024

We have audited the accompanying Ind AS financial statements of Panache Digilife Limited (“the Company”), which comprises the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flow for the year ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements”).

Opinion

In our opinion and to the best of our information and according to the explanations given to us by the management of the Company, the aforesaid Ind AS 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 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 31^st March 2024, and its profit (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis of Our Opinion

We conducted our audit of the Ind AS 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 Ind AS 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 Ind AS financial statements under the provisions of the Act and the Rules 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 Ind AS 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 Ind AS Financial Statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.

Key Audit Matter	How our audit addressed the Key audit Matter
1. Wholly owned Subsidiary - Technofy Digital Private Limited being a nongoing concern
In respect of Technofy Digital Private Limited (Subsidiary of Panache Digilife Limited), the accounts of the company have been prepared based on the assumption that the company is not going concern for the year ended 31st March 2024, due to reason: The subsidiary company has a single and significantly important asset i.e Leasehold Land situated in Bilimora Industrial Area, GIDC, Gujarat upon which it had planned to operate its business, by way of either leasing Part of the area to other entities and/or setting up an IT Industry leading to expansion of its Parent''s business. However, due to lockdown - alike situations across the country due to the Covid-19 pandemic, these operations were not considered feasible by the Company due to low demand and simultaneous high	We have carried out the following audit procedures to address our Key audit considerations with respect to the said matter; - • Understood the objective of management behind the considering the subsidiary as not going concern. • Evaluated the financials of the wholly owned subsidiary and assessed the ability of the subsidiary to repay the loan provided by the company, thereby determining whether any provision for credit losses were required on such loan provided. • Considered the liquidity of existing assets on the balance sheet of wholly owned subsidiary • Considered the terms of the bank loan and trade finance facilities and the amount available for drawdown of wholly owned subsidiary. • Considered potential downside scenarios and the resultant impact on available funds of wholly owned subsidiary. • Tested whether the company has complied with the provisions of the companies act while

costs for setting up of business. The Management is of the view that the company may establish / carry out / change / plan its business activity in future, which will be time tested. But as far as current year''s Financial Statements are concerned, the fundamental accounting assumption of Going Concern continues to be inappropriate as previous years. However, The Management has determined that although the Subsidiary''s Going concern assumption is inappropriate, there is high probability of these amount getting recovered in future. Thus, no Provision for Impairment has been created since its estimated recoverable amount has not diminished to the extent lower than its Carrying value. Refer Note- 1 A (9) to the Standalone financial statements	providing such financial assistance to the subsidiary. • Made enquiries to administrators to understand the factual content of subsidiary been non-going concern. We went through analyses prepared by management and verified the facts in these analyses and evaluated the conclusions made. • We analysed financials of subsidiary, where borrowing from NBFC has been paid off out of sales proceeds from lease hold assets.
2. Import Purchases
As per Ind AS 2 “Inventories”, all direct costs such as transportation cost to bring the inventory to the factory and non-refundable taxes and duties is to be added to the cost of inventory itself. Also, as per Ind AS 21 “The effect of Changes in Foreign Exchange Rate”, the foreign currency transactions such as Import Purchases or Payment to such suppliers have to be recorded at spot rate and their outstanding balances (which is a monetary item) is also to be valued at rate as on reporting date.	Our audit procedures include : Assessed and tested the method of adding the freight charges including air, sea and other clearing charges as well as custom duty paid to the authorities to the cost of inventory. Assessed and tested company’s application of Ind AS 21 with respect to recording of such purchases and their settlement either in advance or at a later date. We have also tested its application with respect to measurement of Import creditors as on reporting date.

Emphasis of Matter Paragraph

We draw attention towards Note no. 38 “Exceptional Items”.

“Exceptional Item includes write-off of an amount receivable due to non-receipt of GST credit, which had to be paid by the company.

Additionally, the company had made advance payments to foreign suppliers for the procurement of goods. However, due to disputes over the quality and technical specifications of these goods, the company has been unable to recover the funds or receive the materials. Given the significance and one-time nature of this transaction, it has been disclosed under exceptional items.

Classifying these bad debts as an exceptional item allows for clear distinction from the company’s regular operational results, highlighting that this is a one-time, non-recurring event. This write-off, while impacting the net profit ratio for the year, does not reflect the ongoing operational performance or the company’s ability to generate revenue from its core business activities. ”

Our opinion is not modified in respect of this matter.

Information other than the 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 Annual Report but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report. 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 Ind AS 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 financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), statement of changes in equity and statement of 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 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 Ind AS Financial Statements, the 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 Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these 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 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 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 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 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 Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by 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, 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 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 Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of changes in equity and Statement of Cash flow dealt with by this report are in agreement with the books of account;

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with companies (Indian Accounting Standards) Rules,2015, as amended;

e. On the basis of written representations received from the directors as on 31^st March 2024 and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2024, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013;

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 an unmodified 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, in our opinion and to the best of our information and according to explanations given to us:

(i) The Company does not have any pending litigations which would impact on its financial position.

(ii) The Company did not have any long-term contracts for which there were any material foreseeable losses.

(iii) The Company is not required to transfer any amount 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, 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 Beneficiaries;

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;

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)

a. No dividend had been proposed in the previous year, which were required to be paid by the Company during the year in accordance with section 123 of Act.

b. The Board of directors of the company does not intend to propose any final dividend for the year.

(vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31^st March 2024, which have 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1^st April 2023, reporting under Rule 11(g) of 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 31^st March 2024.

For Jain Salia & Associates Chartered Accountants [ FRNo: 116291W ]

Place : Mumbai Partner

Date : 28.05.2024 (CA Jayesh K Salia)

UDIN: 24044039BKBL WN2100 (Membership No. 044039)

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Mar 31, 2023

We have audited the accompanying Ind AS financial statements of Panache Digilife Limited (“the Company”), which comprises the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flow for the year ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements”).

Opinion

In our opinion and to the best of our information and according to the explanations given to us by the management of the Company, the aforesaid Ind AS 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 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 31^st March 2023, and its profit (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis of Our Opinion

We conducted our audit of the Ind AS 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 Ind AS 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 Ind AS financial statements under the provisions of the Act and the Rules 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 Ind AS 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 Ind AS Financial Statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.

Key Audit Matter	How our audit addressed the Key audit Matter
1. Wholly owned Subsidiary - Technofy Digital Private Limited being a non-going concern
In respect of Technofy Digital Private Limited (Subsidiary of Panache Digilife Limited), the accounts of the company has been prepared based on the assumption that the company is not going concern for the year ended 31st March 2023, due to reason: The subsidiary company has a single and significantly important asset i.e Leasehold Land situated in Bilimora Industrial Area, GIDC, Gujarat upon which it had planned to operate its business, by way of either leasing Part of the area to other entities and/or setting	We have carried out the following audit procedures to address our Key audit considerations with respect to the said matter: - • Understood the objective of management behind the considering the subsidiary as not going concern. • Evaluated the financials of the wholly owned subsidiary and assessed the ability of the subsidiary to repay the loan provided by the company, thereby determining whether any provision for credit losses were required on such loan provided. • Considered the liquidity of existing assets on the balance sheet of wholly owned subsidiary

up an IT Industry leading to expansion of its Parent''s business. However, due to lockdown - alike situations across the country due to the Covid-19 pandemic, these operations were not considered feasible by the Company due to low demand and simultaneous high costs for setting up of business. The Management is of the view that the company may establish / carry out / change / plan its business activity in future, which will be time tested. But as far as current year''s Financial Statements are concerned, the fundamental accounting assumption of Going Concern seems inappropriate. However, The Management has determined that although the Subsidiary''s Going concern assumption is inappropriate, there is high probability of these amount getting recovered in future. Thus, no Provision for Impairment has been created since its estimated recoverable amount has not diminished to the extent lower than its Carrying value. Refer Note-1 (8) to the Standalone financial statements	• Considered the terms of the bank loan and trade finance facilities and the amount available for drawdown of wholly owned subsidiary • Considered potential downside scenarios and the resultant impact on available funds of wholly owned subsidiary. • Tested whether the company has complied with the provisions of the companies act while providing such financial assistance to the subsidiary. • Made enquiries to administrators to understand the factual content of subsidiary been non-going concern. We went through analyses prepared by management and verified the facts in these analyses and evaluated the conclusions made. • We read relevant contracts and documents to verify facts and circumstances stated in management''s analysis.
2. Import Purchases
As per Ind AS 2 “Inventories”, all direct costs such as transportation cost to bring the inventory to the factory and non refundable taxes and duties is to be added to the cost of inventory itself. Also, As per Ind AS 21 “The effect of Changes in Foreign Exchange Rate”, the foreign currency transactions such as Import Purchases or Payment to such suppliers have to be recorded at spot rate and their outstanding balances (which is a monetary item) is also to be valued at rate as on reporting date.	Our audit procedures include : Assessed and tested the method of adding the freight charges including air, sea and other clearing charges as well as custom duty paid to the authorities to the cost of inventory. Assessed and tested company’s application of Ind AS 21 with respect to recording of such purchases and their settlement either in advance or at a later date. We have also tested its application with respect to measurement of Import creditors as on reporting date.

Other Matters

The comparative information in the financial statements pertaining to previous year were not audited by us. They were audited by M/s KPB & Associates and they have issued an unmodified opinion in their report on audit of financial statements pertaining to FY 2021-22. We have audited the opening balances for the current year and the books are in agreement with the comparative information pertaining to previous year. The previous year’s figures were regrouped/reclassified wherever necessary.

Our opinion is not modified in respect of this matter.

Information other than the 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 Annual Report but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report. 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 Ind AS 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), statement of changes in equity and statement of 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 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 Ind AS Financial Statements, the 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 Responsibility for the Audit of Ind AS Financial Statements

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by 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, 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 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 Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of changes in equity and Statement of Cash flow dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with companies (Indian Accounting Standards) Rules,2015, as amended;

e. On the basis of written representations received from the directors as on 31^st March 2023 and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2023, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013;

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 an unmodified 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, in our opinion and to the best of our information and according to explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) The Company did not have any long term contracts for which there were any material foreseeable losses.

(iii) The Company is not required to transfer any amount 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, 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 Beneficiaries;

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;

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)

a. No dividend had been proposed in the previous year which were required to be paid by the Company during the year in accordance with section 123 of Act.

b. The Board of directors of the company does not intend to propose any final dividend for the year.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For Jain Salia & Associates Chartered Accountants [ FRNo: 116291W ]

Place : Mumbai Partner

Date : 24.05.2023 (CA Jayesh K. Salia)

UDIN:23044039BGWCDI4232 (Membership No. 044039)

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Panache Digilife Limited (‘the Company’) (Formerly Known as Vardhaman Technology Limited, Earlier Known as Vardhaman Technology Private Limited) which comprise the Balance Sheet as at 31^st March, 2018, Statement of Profit and Loss(Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 (“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 and cash flows of the Company in accordance with the Indian Accounting Standards (IND AS) specified under section 133 of the Act, read with rule 7 of the Companies (Indian Accounting Standards) Rules, 2015, as amended, 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting & auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder and the Order issued under sec 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Financial Statements to give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Standalone Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Standalone 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 accounting principles generally accepted in India of the state of affairs of the Company as at 31^st March 2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year end on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we enclose herewith; ‘Annexure- A’, a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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 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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the 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 Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on 31^st March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2018, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013; and

f. Our Opinion on the adequacy of the Internal Financial Controls of the company over the financial reporting and the operating effectiveness of such controls has been given by us in a separate report in ‘Annexure-B’.

g. 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 explanations given to us:

(i) The Company has disclosed that there are no pending litigations which would impact its standalone financial statements.

(ii) The Company did not have any long term contracts for which there were any material foreseeable losses;

(iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund by the Company.

ANNEXURE - A TO THE AUDITOR’S REPORT FOR THE Y. E. 31ST MARCH, 2018

(Referred to in Paragraph (1) of our Report of even date)

(i) a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets are physically verified by the management in a phased manner over a period of 2 years; which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) Based on the information & explanation given to us and the records examined by us and based on the examination of registered sale deed/transfer deed/conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings (Including land whose title deeds have been pledged as security against loan taken by the company), are held in the name of the Company as at balance sheet date.

(ii) a) The physical verification of inventory & spares has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification between physical stock and book records.

(iii) In our opinion and according to the information and explanations given to us, the Company has not given any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In respect of loans, investments, guarantees, and security the provisions of section 185 and 186 of the Companies Act, 2013 have been duly complied.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are applicable.

(vi) According to the information and explanations given to us, the Company is not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including provident fund, Income tax, VAT, CST, custom duty, Cess,GST and any other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding, as on 31st March, 2018 for a period of more than six months from the date they became payable.

(viii) On the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in re-payment of its dues to the Banks and no amounts were borrowed by the Company through Debentures from any financial institution.

(ix) On the basis of our examination and according to the information and explanations given to us, the Company has utilized all loans for the purpose for which it is obtained.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanation given to us, the company is not a nidhi company and hence reporting under paragraph 3(xii) of the Order is not applicable to our company.

(xiii) All the transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE -B TO THE AUDITOR’S REPORT FOR THE Y. E. 31ST MARCH, 2018

(Referred to in Paragraph 2(f) of our Report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act. 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Panache Digilife Limited (“the Company”)(Formerlv known as Vardhaman Technology Private Limited)as of 31^st March 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its asset s, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that :

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KPB & Associates

Chartered Accountants

[ FRNo: 114841W ]

Partner

Place : Mumbai (CA Ketan N. Gada)

Dated : 29.05.2018 (Membership No. 106451)