We have audited the accompanying standalone financial
statements of FSN E-Commerce Ventures Limited (“the
Company") which comprise the Balance Sheet as at March
31, 2026, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for
the year then ended and notes to the standalone financial
statements, including a summary of material accounting
policies and other explanatory information.

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 March 31, 2026, its profit including other comprehensive
income, its cash flows and the changes in equity 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), as 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 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 we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.

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 financial year ended
March 31, 2026. 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. For each
matter below, our description of how our audit addressed
the matter is provided in that context.

We have determined the matters described below to be
the key audit matter to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the standalone financial
statements section of our report, including in relation to
this matter. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the
risks of material misstatement of the standalone financial
statements. The results of our audit procedures, including
the procedures performed to address the matter below,
provide the basis for our audit opinion on the accompanying
standalone financial statements.

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

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in Annual report ('Other Information')
but does not include the standalone 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 such other
information is materially inconsistent with the 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 including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) 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 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 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 skepticism
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 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 financial controls with reference to 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 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 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 matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the financial year ended March 31, 2026
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.

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 the "Annexure 1" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, 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 (i)
(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit
and Loss including the statement of Other
Comprehensive Income, the Cash Flow Statement
and Statement of Changes in Equity 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, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 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 these
standalone financial statements and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for
the year ended March 31, 2026 has been paid/

provided by the Company to its directors in
accordance with the provisions of Section 197
read with Schedule V to the Act;

(h) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph (b) above on
reporting under Section 143(3)(b) and paragraph

(i)(vi) below on reporting under Rule 11(g);

(i) 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 has disclosed the impact of
pending litigations on its financial position in
the financial statements - Refer Note 48B 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) The Management has represented that,

to the best of its knowledge and belief,
other than as disclosed in the note 56 (v)
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 person or entity, 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;

(iv) (b) The Management has represented
that, to the best of its knowledge
and belief, other than as disclosed
in the note 56 (vi) to the standalone
financial statements, no funds have
been received by the Company from
any person or entity, 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; and

(iv) (c) Based on such audit procedures that

were considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(a) and (b) contain any material
misstatement.

(v) No dividend has been declared or paid during
the year by the Company.

(vi) (A) The Company has migrated to a new

accounting software from legacy
accounting software during the year.
Based on our examination which
included test checks Company has
used various accounting software
including new accounting software
and legacy 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, except (as
described in note 49(ii) to the financial
statements) -

• In respect of the legacy
accounting software, audit trail
feature is not enabled at the
database level and certain users
have access to make direct
changes which are not logged at
the application layer,

• In respect of new accounting
software implemented from
January 01, 2 026, audit trail is
enabled at the application layer;
however, certain users have
access to make direct changes
which are not logged. Further,
for the database layer, the SOC
report issued by ERP service
provider to all its users does not
explicitly mention if the audit
trail controls were enabled or not
at the database layer,

operated till December 31, 2025,
as described in Note 49(ii) to
the financial statements, we are
unable to comment on whether
the audit trail feature with
respect to third-party operated
software applications was
enabled and operated throughout
the year for all relevant
transactions recorded in these
software applications or whether
there were any instances of
the audit trail feature being
tampered with.

Additionally, the audit trail of prior years has been
preserved by the Company as per the statutory
requirements for record retention to the extent it
was enabled and recorded in the respective years.

For S.R. Batliboi & Associates LLP

Chartered Accountants
ICAI Firm Registration Number:

101049W/E300004

per Govind Ahuja

Partner

Membership Number: 048966
UDIN: 26048966LLDNUX6118
Place of Signature: Mumbai
Date: May 21, 2026