We have audited the accompanying standalone financial statements of Tanla Platforms Limited ("the Company") ,
which comprise the Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss, including Other Compre¬
hensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the
standalone financial statements, including material accounting policy information 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 and based on the con¬
sideration of report of branch auditor and other auditor on separate audited financial statements of a branch in Dubai,
UAE and ESOP Trust, the aforesaid standalone 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 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 March 31, 2025, and profit including other 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 (SAs)
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Audi¬
tor's Responsibilities for the Audit of the Standalone Financial Statement's 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 Code of Ethics. We believe that the audit evidence obtained by us and with the consider¬
ation of report of the branch auditor and other auditor referred to in the "Other Matters" section below is sufficient and
appropriate to provide a basis for our opinion.

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 year ended March 31, 2025. 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. We have determined the matters described below to be the key audit matters to be
communicated in our report.

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 Manage¬
ment report, Chairman's statement, Director's report, Business Responsibility and Sustainability Reporting etc., but does
not include the standalone financial statements and our auditor's report thereon. The Management report, Chairman's
statement, Director's report, Business Responsibility and Sustainability Reporting etc., 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 will 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
identified above when it becomes available and, in doing so, consider whether the other information is materially in¬
consistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Management report, Chairman's statement, Director's report, Business Responsibility and
Sustainability Reporting etc., if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance under SA 720 'The Auditor's responsibilities Relating to Other
Information'.

Responsibilities of Management and Those Charged with Governance for the 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 general¬
ly accepted in India, including the Accounting Standards specified 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, im¬
plementation 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 statement 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, the Management and Board of Directors are 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.

The Board of Directors is 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 opin¬
ion. 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.

We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial State¬
ments.

Other Matters

a. We did not audit the financial statements of a branch located outside India included in the standalone financial
statements of the Company whose financial statements reflect total assets of 7916.50 Lakhs as at March 31, 2025, and
the total revenue of 7100.08 Lakhs for the year ended on that date, as considered in the financial statements of the
branch. The financial statements of the branch have been prepared in accordance with the accounting principles
generally accepted in their respective country and which has been audited by their auditor under generally accepted
auditing standards applicable in their respective country. The Company's Management has converted the financial
statements of such branch located outside India from accounting principles generally accepted in their respective
country to accounting principles generally accepted in India.

We have audited the conversion adjustments made by the Company's Management, if any. Our opinion on the stand¬
alone financial statements, in so far as it relates to the financial statements of such branch located outside India is
based on the report of the branch auditor and conversion adjustments prepared by the Management of the Compa¬
ny and audited by us.

b. We did not audit the financial statements of a Trust included in the standalone financial statements of the Company
whose financial statements reflect total assets of 73,021.08 Lakhs as at March 31, 2025 and the total revenue of 7Nil
for the year ended on that date, as considered in the financial statements of the Trust. The financial statements of
the Trust have been audited by their auditors whose reports have been furnished to us, and our opinion in so far as it
relates to the amounts and disclosures included in respect of the Trust, is based solely on the report of such auditor.

Our opinion is not modified in respect of these matters.

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 "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 except for the matters stated in the paragraph 2(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014 as amended.

(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by
branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

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

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act.

(f) 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.

(g) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated
in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under
Rule 11(g) of the Companies(Audit & Auditors) Rules, 2014 as amended

(h) With respect to the adequacy of the internal financial controls with reference to standalone financial
statements of the Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure C".

(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, 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 Financial
Statements - Refer Note 44 to the 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.

1. The Management has represented that, to the best of its knowledge and belief, 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, 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.

2. The Management has represented, that, to the best of its knowledge and belief, 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, 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.

3. Based on the audit procedures performed 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 (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v.

1. The interim dividend declared and paid by the Company during the year and until the date of this audit
report is in accordance with section 123 of the Companies Act 2013.

2. The final dividend paid by the Company during the year in respect of the same declared for the previous
year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment

of dividend. The Board of Directors of the Company have proposed interim dividend for the year. The
dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of
dividend. (Refer Note 39 to the Standalone financial statements).

vi. With respect to reporting on audit trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 as
amended, on the use of accounting software used by the Company for maintaining its books of accounts,
we report as follows.

Based on examination which included test checks, The Company has used an accounting software for
maintaining its books of account (managed and maintained by a third-party software service provider)
which has a feature of recording audit trail (edit log) facility. However, in the absence of coverage of audit
trail in the system and organisation controls (SOC) report, the fact on whether the same is enabled at
application or database level cannot be established.

Accordingly, we are unable to comment whether the audit trail feature has been operated throughout
the year for all relevant transaction recorded in the software or whether there is any instance of audit trail
feature being tampered with or whether the audit trail of prior year(s) has been preserved by the Company
as per the statutory requirements for record retention. Refer Note 48 to the financial statements.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to
its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules
thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Mukesh Kumar Pugalia

Partner

Membership No. 221387
UDIN: 25221387BMIARN4933

Place: Gurugram
Date: April 24, 2025