1. We have audited the accompanying financial statements of NDL Ventures Limited (Formerly known as
“NXTDIGITAL Limited”) (“the Company”), which comprise the Balance Sheet as at March 31,2025, the statement
of Profit and Loss (including other comprehensive income), its statement of cash flows and the statement of
changes of equity for the year ended on that date and notes to the financial statements including a summary of the
material accounting policies and other explanatory information (hereinafter referred to as “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 are in conformity with the 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 and give a true and fair view of the state of affairs of the Company as at March 31, 2025
and its profit, total comprehensive income, its statement of cash flows and the statement of changes of equity for
the year ended on that date.

Basis for Opinion

2. 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 Standards are further described in the Auditor's
Responsibility 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.

Information Other than the Financial Statement and Auditor's Report Thereon

3. The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in Director's report, but does not include the financial statements and our auditors 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 during the course of our audit or otherwise appears to be materially misstated.

If, 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.

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.

Responsibilities of Management and those charged with governance for the financial statements

4. 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, financial performance, cash flows and changes in equity 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 provision 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 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 financial statements that give a true and fair view and free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, management and 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 cease the Company's 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 Responsibilities for the Audit of the Financial Statements:

5. 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 SA's 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
economic decision of users taken on the basis of these financial statements.

As part of an audit in accordance with SA's, 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 resulting from error as fraud may involve collusion forgery, intentional omissions,
misrepresentation 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 adequate internal financials controls system in place
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 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
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, the future events or conditions
may cause 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 the manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning of the scope of our audit work
and evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the financial
statements.

We communicate with those charged with governance regarding among other matters the planned scope and
timing of the 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 relevant ethical
requirements 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 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.

6. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government in

terms of Section 143 (11) of the Act, we give in “Annexure A” a statement on the matters specified of the order.

7. As required by Section 143(3) of the Act, we further 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 Account (including other comprehensive income), the
statement of Cash Flow and Statement of Changes in Equity deal 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 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 Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) In our opinion, according to information, explanations given to us, the remuneration paid / provided by the
company to its director during the year is in accordance with the provisions of Section 197 of the Act and the
rules thereunder.

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 litigation in the financial statements - Refer note 22
of the financial statements.

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

iii. There has been no delay in transferring the amounts to be transferred to the Investors Education and
Protection Fund by the Company.

iv. A) The Management has represented that, to the best of it's 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(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.

B) The Management has represented, that, to the best of it's knowledge and belief, no funds (which
are material either individually or in the aggregate) 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.

C) Based on the audit procedures 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 (A) and (B) above, contain any material mis-statement.

v. As stated in Note no 32(b) to the financial statements:

• The final dividend proposed in the previous year, declared and paid by the company during the year
is in compliance with section 123 of the Act as applicable;

• The Board of directors of the Company have proposed a final dividend for the year which is subject
to the approval of the members at the ensuing Annual General Meeting. The amount of dividend
proposed is in compliance with section 123 of the Act as applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software
systems for maintaining its books of account for the financial year ended March 31, 2025 which have
the feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software systems. Further, during the course of our audit we did
not come across any instance of the audit trail feature being tampered with and the audit trail has been
preserved by the Company as per the statutory requirements for record retention.

Yours Sincerely

For S K Patodia & Associates LLP

Chartered Accountants
Firm Reg. No.: 112723W/W100962

Sd/-

Ankush Goyal

Partner

Membership No.: 146017
UDIN: 25146017BOENEY2866

Place: Mumbai
Date: April 29, 2025