We have audited the accompanying standalone financial
statements of Zaggle Prepaid Ocean Services Limited (“the
Company”), which comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and
notes to the standalone financial statements, including
material accounting policy information and other explanatory
information (hereinafter referred to as the “standalone financial
statements”).

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act, read with 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, 2025, and profit, total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the ‘Auditor’s
Responsibilities for the Audit of the Standalone financial
statements’ section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (“ICAI”) together
with the ethical requirements that are relevant to our audit of
the 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 obtained
by us is sufficient and appropriate to provide a basis for
our opinion.

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 for the year ended March
31, 2025. 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 matter described below to be the key audit matter to be
communicated in our report:

Revenue Recognition [Refer note 2.2 (A) of Standalone
Financial Statements]:

Revenue is a key performance measure for the Company.
Revenue of the Company mainly comprise of program fees, fees
income/SaaS income and sales of propel gift cards vouchers.

Revenue is recognised as per the terms of the contract with
the respective customers and when it meets the recognition
criteria as per Ind AS 115 on “Revenue from contracts
with customers”.

There exists a risk of revenue not being recognised in
proportion to the service performed by the Company. Further,
revenue may also be recorded in an incorrect period or on a
basis which is inconsistent with the contractual terms agreed
with the customers.

In view of the above factors and given that the Company and its
stakeholders focus on revenue as a key performance indicator,
we have determined Revenue to be a key audit matter.

How the Key Audit Matter was addressed in our audit:

1. Evaluated the appropriateness of the revenue recognition
accounting policies of the Company with the principles
of Indian Accounting standard 115 - ‘ Revenue from
contracts with customer’ (‘Ind AS 115’).

2. Evaluated the design, implementation and tested the
operating effectiveness of the relevant key controls with
respect to revenue recognition.

3. Performed Analytical procedures on revenue recognised
during the year to identify and inquire on unusual
variances, if any and getting the reasons for variances
confirmed from the management of the Company.

4. Verified completeness and existence assertion by
performing substantive testing on selected samples
of revenue transactions recorded during the year by
testing the underlying documents including contracts,
invoices, gift voucher delivery communications and
customer receipts, wherever applicable and obtaining
independent balance confirmation from the customers at
the balance sheet date.

5. Verified cut off assertion by reviewing the Company’s
revenue recognition policies, testing samples of revenue
transactions near the end of the reporting period and
verified supporting documents to verify that the revenue
is recorded in corrected accounting period.

6. Tested on a sample basis, manual journal entries relating
to revenues to identify and inquire on unusual items, if any.

7. Assessed the adequacy and appropriateness of the
disclosures made in the financial statements to verify they
are accurate, complete, and comply with the requirements
of Ind AS 115 - ‘ Revenue from contracts with customer’.

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 Management
report, Chairman’s statement, Director’s report, Business
Responsibility and Sustainability Reporting etc. (hereinafter
referred to as the “other information”) but does not include
the standalone financial statements and our auditor’s report
thereon. The 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 will 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 in the audit, or otherwise appears to be
materially misstated.

When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
under SA 720 ‘The Auditor’s responsibilities Relating to other
information’.

Responsibilities of Management and Board of
Directors for the Standalone financial statements

The Company’s Management and Board of Directors is
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Accounting Standards specified under section 133 of the
Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and

presentation of the financial statement 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 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 Management and Board of Directors are also responsible
for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone financial statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

We give in “Annexure A” a detailed description of Auditor’s
responsibilities for Audit of the Standalone financial statements.

Other Matter

The standalone financial statements of the Company for the
year ended March 31,2024, were audited by us and erstwhile
joint auditor and we jointly issued an unmodified opinion
on these financial statements vide our joint report dated
May 23, 2024.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books.

INDEPENDENT AUDITORS’ REPORT (CONTD.)

(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
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.

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

(f) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure C”.

(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 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 31 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.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

iv. (1) 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, 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.

(2) 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, as on the date of
this audit report, that the Company shall, 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.

(3) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, and according
to the information and explanations provided to
us by the Management in this regard 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 (1) and (2)
above, contain any material mis-statement.

v. The Company has neither declared nor paid any
dividend during the year.

vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with. Additionally, the audit trail of previous
year has been preserved by the Company as per the
statutory requirements for record retention, from the
date it was enabled i.e. August 25, 2023.

3. In our opinion, according to information, explanations
given to us, the remuneration paid / provided by the
Company to its directors is within the limits laid prescribed
under Section 197 read with Schedule V of the Act and
the rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No.105047W

Prakash Chandra Bhutada

Partner

Membership No. 404621

UDIN: 25404621BMOJEO7729

Place: Hyderabad

Date: May 12, 2025