We have audited the standalone financial statements of DEN
NETWORKS LIMITED ("the Company"), which comprise the
Balance Sheet as at 31^st March 202 5, the statement of Profit and
Loss (including other comprehensive income), the Statement
of Changes in Equity and the Statement of Cash Flows for
the year then ended, and notes to the financial statements,
including a summary of material accounting policies and
other explanatory information (hereinafter referred to as
"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 accounting principles generally accepted in India, of the
state of affairs of the Company as at 31^st March 2025, its profit
(including other comprehensive income), the changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit 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 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 ICAI's Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis
for our opinion on the Standalone Financial Statements.

Key Audit Matter

Key audit matter are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the year ended 31^st March, 2025. This
matter was 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 this matter.

Information Other Than the Financial Statements and
Auditors' Report Thereon

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 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
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.

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.

Responsibilities of Management 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, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting

Standards 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 of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate implementation
and maintenance of 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 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, management
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 management 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 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 judgment and maintain professional scepticism
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 the 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 ability of the Company 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
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.

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 matter communicated with those charged with
governance, we determine that matter was of most significance
in the audit of the standalone financial statements of the
current year and is therefore the key audit matter. We describe
this matter 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 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 Companies Act, 2013, we give in the "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.

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

Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on 31^st March, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31^st March, 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
statement of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A".

(g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements 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
Company has not paid or provided managerial
remuneration to its directors during the year under
the provisions of section 197 read with Schedule V
to the Act.

(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
24 & 38 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) (a) Management has represented to us

that, to the best of it's knowledge and
belief, as disclosed in the notes to the
standalone financial statements 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 persons or entities, 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 guarante e, security or the like
on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that,
to the best of it's knowledge and belief, as
disclosed in the notes to the standalone
financial statements 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 our audit procedure
conducted that were considered
reasonable and appropriate in the
circumstances, nothing has come to
our attention that cause us to believe
that the representation given by the
management under paragraph (2)
(h) (iv) (a) & (b) contain any material
misstatement.

(v) The company has not declared or paid any
dividend during the year.

(vi) Based on our examination, which included
test checks, the company has used accounting
software's for maintaining its books of
account for the financial year ended 31^st
March, 2025 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 has been
preserved by the company as per statutory
requirements for record retention except
certain applications.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm's Registration No. 101720W/W100355

Vijay Napawaliya

Partner

Membership No. 109859

UDIN: 25109859BMMJPR2144

Place: New Delhi

Date: 23.04.2025