We have audited the accompanying financial statements of Zenlabs Ethica Limited (the “Company”),
which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year
then ended, and a summary of significant accounting policies and other explanatory information (hereinafter
referred to as the "financial statements”).

In our opinion and to the best of our information and according to the explanations given to us ,the aforesaid
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 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 31st March 2 02 5, its profit including other comprehensive income, its cash flow and changes in equity

for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs)
specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor's Responsibilities for the Audit of the 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 made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI's Code of ethics. We believe that
the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.

Emphasis of Matters

Attention is invited to Note 47 to the financial statements which states that "The balances of trade receivable,
trade payable, advances given, and other financial and non-financial assets and liabilities are received in
most of the cases. In few cases, such balances are subject to confirmation/reconciliation. Adjustments, if any,
will be accounted for on confirmation/ reconciliation of the same, which in the opinion of the management
will not have a material impact.”

Our opinion is not qualified in respect of the matters as stated in the Emphasis of Matters section

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our
report.

Other Information

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.

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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the audit or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read other information, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take appropriate actions, if
required.

Responsibilities of Management for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (the "Act”) with respect to the preparation of these financial statements that give a true and fair
view of the financial position and financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards specified in
the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 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 management.

> Conclude on the appropriateness of managements 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 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 financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditors' 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 197(16) of the Act, based on our audit, we report that the Company has paid

remuneration to its Directors during the year in accordance with the provisions of and limits laid

down under Section 197 read with Schedule V to the Act.

2. As required by the Companies (Auditor's Report) Order, 2 02 0 ('the Order') issued by the 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.

3. 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 not complying with the
requirement of audit trail as stated in (h)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2 014 (as amended).

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the
Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in
agreement with the relevant books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under
Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March
2 02 5 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The modification relating to the maintenance of accounts and other matters connected
therewith, is as stated in paragraph (b) above on reporting under Section 143(3)(b) and
paragraph 3(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2 014 (as amended).

(g) 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.

(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, as amended in our opinion and to the
best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations on its financial position as at 31st
March 2 02 5.

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

iii. There was a delay of 59 days in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of it's knowledge and belief, as

disclosed in note 53(k), 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.

(b) The management has represented, that, to the best of it's knowledge and belief, as
disclosed in note 53(l), 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.

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

v. The Company has not declared or paid dividends during the financial year 2 024-2 5,
hence, reporting under Rule 11(f) of Companies (Audit and Auditors) Rules, 2014 is not
applicable.

vi Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of accounts which doesn't have a feature
of recording audit trail (edit log) facility.

As audit trail feature was not enabled for during the financial year 2023-24, reporting
under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements for record retention is not applicable.

for N Kumar Chhabra and Co.

Chartered Accountants

ICAI Firm Registration Number 000837N

CA. Ashish Chhabra

FCA, Partner

Membership Number 507083 Place of Signature: Chandigarh

UDIN: 25507083BMKNGT7070 Date: 12th May 2025