We have audited the accompanying Standalone Financial
Statements of The Sandesh Limited (“the Company"),
which comprise the Balance Sheet as at March 31,
2026, 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
ended on that date, and notes to the Standalone Financial
Statements, including a summary of the material accounting
policies 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 (hereinafter referred
to as “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, (hereinafter referred to as “Ind AS") and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2026,
and its profit, total 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 (hereinafter referred to as "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 (hereinafter referred to as “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 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 we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Standalone Financial Statements.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period.
These matters were addressed in the context of our
audit of the Standalone Financial Statements as a whole,
and in forming our opinion thereon, 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.

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

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, the Board's Report including
Annexures to Board's Report, Corporate Governance
and Shareholder's Information, but does not include the
Standalone Financial Statements, Consolidated Financial
Statements and our auditor's reports thereon. The other
information report 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 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 during
the course of our audit or otherwise appears to be
materially misstated.

When we read the Final Annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take necessary actions as per applicable
laws and regulations.

Responsibilities of Management and Those Charged
with Governance 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, total comprehensive
income, changes in equity and cash flows 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 provisions 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 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.

The Board of Directors are 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 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 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 financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)0) 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 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 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 matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone 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.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on
our audit 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, Statement
of Changes in Equity and the Statement of Cash
Flows dealt with by this Report are in agreement with
the books of account.

d) I n our opinion, the aforesaid Standalone 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, 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 internal financial
control over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate Report in ''Annexure A". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company's
internal financial control over financial reporting.

g) 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 its Standalone
Financial Statements. Refer: Note 37 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. (a) The management has represented that, to

the best of its 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 or
entity, including foreign entity (“Intermediaries"),
which 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 its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been received by the
Company from any person or entity, including
foreign entity (“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 the audit procedures that have been
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 (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

v. (a) The final dividend proposed in the previous year,

declared and paid by the Company during the
year is in accordance with Section 123 of the Act,
as applicable.

(b) The Board of Directors of the Company have
proposed 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 accordance with
section 123 of the Act, as applicable.

vi. Based on our examination which included test
checks, the Company has used accounting 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.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with. The audit trail has been preserved by
the Company as per the statutory requirements for
record retention.

vii. 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
remuneration paid by the Company to its Chairman,
Managing Director and Whole-time directors during the
year is in accordance with the provisions of section 197
of the Act.

2. 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 - B", a statement on the matters specified
in the paragraph 3 and 4 of the order.

For, Manubhai & Shah LLP

Chartered Accountants
ICAI Firm Registration No. 106041W/W100136

K. C. Patel

Partner

Place: Ahmedabad Membership No. 030083

Date: May 29, 2026 UDIN: 26030083RMYQYF6674