We have audited the accompanying standalone financial
statements of Aptech Limited ("the Company”), which
comprise the Balance Sheet as at March 31, 2026, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity, the Statement
of Cash Flows for the year then ended, and notes to the
standalone financial statements, including a summary of
the material accounting policies and other explanatory
information (hereinafter referred to as ''the standalone
financial statements'').

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner
so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2026, its profit, total
comprehensive income, the changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing specified under
Section 143(10) of the Act (SAs). Our responsibilities under
those Standards are further described in the "Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements" section of our report. We are independent of the
Company in accordance with the "Code of Ethics" issued by The
Institute of Chartered Accountants of India ("ICAI") together
with the ethical requirements that are relevant to our audit of
the standalone 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 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 are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report:

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

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Business Responsibility and Sustainability
Report, Board's Report including Annexures to Board's
Report, Management Discussion and Analysis and Corporate
Governance, but does not include the standalone financial
statements and our auditor's report thereon. The aforesaid
other information is expected to be made available to us after
the date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements, or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated.

When we read the other information identified above, 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 and Board of Director’s Responsibilities 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 including
other comprehensive income, changes in equity and cash flows
of the Company in accordance with the accounting principles
generally accepted in India, including the Ind AS specified
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

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
judgements and estimates that are reasonable and prudent;
and the 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, the
management and Board of Directors are 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 Board
of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Company's Board of Directors is also responsible for
overseeing the Company's financial reporting process.

Auditor’s Responsibility 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 judgement 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 with reference to standalone financial statements 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 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, make
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 financial controls 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 period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by 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, except
for the matter stated in paragraph 1(i)(vi) below;

c. The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income, the
Statement of Changes in Equity, the Statement of
Cash Flows and notes to the standalone financial
statements 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 Ind AS specified under
Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended;

e. On the basis of written representations received from
the directors as on March 31, 2026, taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31,2026, from being appointed
as a director in terms of Section 164(2) of the Act;

f. The remarks relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (1)(b) above on reporting under section 143(3)
(b) of the Act and paragraph 1(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended) under the heading of "Report
on Other Legal and Regulatory Requirements"

g. With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate report in "Annexure A";
Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's
internal financial controls with reference to standalone
financial statements.

h. With respect to the matters to be included in the
Auditor's Report in accordance with the requirement 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 during
the current year by the Company to its directors is in
accordance with the provisions of Section 197 of the Act.

i. With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements [Refer Note 39 to
the standalone financial statements];

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses as
required under the applicable law or accounting
standards;

iii. There has been no delay in transferring amounts,
required to be transferred to the Investor
Education and Protection Fund by the Company
except for an amount of ' 17.73 lakhs which could
not be deposited upto the date of this report [Refer
Note 23] .

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 person(s)
or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries [Refer Note 44(vi) to the
standalone financial statements];

(b) The Management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in

writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries
[Refer Note 44(vii) to the standalone financial
statements];

(c) Based on such audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided in (a) and (b)
above, contain any material misstatement.

v. (a) The interim dividend paid by the Company

during the year in respect of the interim
dividend declared for the previous financial
year is in accordance with section 123 of the
Act , as applicable.

(b) The interim dividend declared by the Company
subsequent to the year-end for the financial
year under reporting is in accordance with
section 123 of the Act. However, the said
dividend is yet to be paid on the date of this
audit report.

vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility and the same has operated throughout
the year for all relevant transactions recorded in
the software, except that, the audit trail feature
was not enabled at the database level to log any
direct data changes. Further, during the course of
our audit we did not come across any instance of
audit trail feature being tampered with in respect
of the accounting software for the period for which
the audit trail feature was operating., The Company
has preserved the audit trail in accordance with
the statutory record retention requirement, except
for at the database level where the feature of
recording audit trail was not enabled.

2. 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 enclose in
the "Annexure B", a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

For BANSI S. MEHTA & CO.

Chartered Accountants
Firm Registration No. 100991W

TARAK K. DESAI

Partner

PLACE: Mumbai Membership No. 113943

DATED: May 20, 2026 UDIN: 26113943ZWZCEV7219