We have audited the accompanying standalone financial
statements of Zaggle Prepaid Ocean Services Limited
(formerly known as Zaggle Prepaid Ocean Services Private
Limited) (the “Company”), which comprise the Balance
Sheet as at March 31, 2024, 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,
2024, and profit including other 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, 2024. 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
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. but does not include the standalone financial statements
and our auditor's report thereon. The Management
report, Chairman's statement, Director's report, Business
Responsibility and Sustainability Reporting etc. 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 Management report, Chairman's
statement, Director's report, Business Responsibility and
Sustainability Reporting etc., 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.

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 except for the matters stated in the
paragraph 2 (h) (vi) below on reporting under Rule
11(g).

(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, 2024,
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2024 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) The reservation relating to the maintenance of
accounts and other matters connected therewith

are as stated in paragraph 2 (b) above on reporting
under Section 143(3)(b) and paragraph 2 (h) (vi)
below on reporting under Rule 11(g).

(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 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 30 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 has been no delay in transferring
amounts, 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. The Company has upgraded its accounting
software on August 25, 2023, to the Edit Log
version software from an earlier version of the
accounting software it operated for maintaining its
books of account during the year ended March 31,
2024. Based on our examination, we are unable
to comment whether the earlier version of the
accounting software had a feature of recording
audit trail (edit log) facility and whether it was
enabled therein. However, the upgraded Edit
Log version software has a feature of recording
audit trail (edit log) facility, which was enabled in
the software and the same has been operated
effectively throughout the period from August 25,
2023, to March 31, 2024. Further, we did not come
across any instance of the audit trail feature being
tampered with during this period in the upgraded
Edit Log version software.

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 P R S V & Co. LLP For M S K A & Associates

Chartered Accountants Chartered Accountants

ICAI Firm Registration No. S200016 ICAI Firm Registration No.105047W

Y Venkateswarlu Prakash Chandra Bhutada

Partner Partner

Membership No. 222068 Membership No. 404621

UDIN: 24222068BKAVRA7010 UDIN: 24404621BKFSKG3035

Place: Hyderabad Place: Hyderabad

Date: May 23, 2024 Date: May 23, 2024