We have audited the accompanying standalone financial
statements of GTPL Hathway Limited (the "Company"), which
comprise the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date, and notes
to the 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 (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, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2025, and its profit, total 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 ("SA"s) 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 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 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 standalone financial
statements.

Emphasis of Matter

We draw attention to Note 30(A)(ii) of the Statement, which
describes in detail the status of the demand from DOT in
connection with the levy of license fees aggregating to
Rs. 9,754.15 Million. Basis its assessment of the recent
developments and legal position on the matter as well as based
on the opinion of independent legal experts, the Company is
confident that it has good grounds on merit to defend itself
in this matter. Accordingly, no provision has been recognized
in respect of the aforesaid matter in the standalone financial
statements. The contingent liability includes such demand for
the financial year for which demands have been received by
the Company and the related penalty and interest thereto.

Our opinion is not modified in respect of this matter.

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, and we do not provide a separate opinion on
this matter. we have determined the matter described below
to be the key audit matter 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 information included in the Board's report including
annexures thereof, Management Discussion and Analysis,
Business Responsibility and Sustainability Report and
Corporate Governance Report, but does not include the
consolidated financial statements, 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 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.

• 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 and Board of Directors
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 Ind AS 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 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 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
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 intend to liquidate the Company or to cease
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 Responsibility 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 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 adequate
internal financial controls with reference to 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 the 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.

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

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 financial controls 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 except
for not complying with the requirement of audit trail
as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income, the
Statement of Cash Flows 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 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 is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164(2) of the Act.

f) The modification relating to the maintenance of
accounts and other matters connected therewith, is
as stated in paragraph (b) above.

g) 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 A". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to standalone financial
statements.

h) 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
directors during the year is in accordance with the
provisions of section 197 of the Act.

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 its
standalone financial statements - Refer Note 30
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, as
disclosed in the note 58 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(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 its knowledge and belief, as
disclosed in the note 59 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, 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 performed
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. 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.

As stated in note 44 to the standalone financial
statements, the Board of Directors of the
Company has proposed final dividend for
the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. Such 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
softwares for maintaining its books of account
for the year ended March 31, 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
softwares except that in respect of one software
used for subscriber management, audit trail
feature was not enabled at the database level
to log any direct data changes for the period
April 1, 2024 to March 23, 2025. Consequent to
this, we are unable to comment whether there
were any instances of the audit trail feature
being tampered with during this period.

Further, during the course of our audit, we
did not come across any instance of the audit
trail feature being tampered with, in respect
of said accounting software for the period for
which the audit trail feature was enabled and
operating.

Additionally, the audit trail that was enabled and
operated for the year ended March 31, 2024,
has been preserved by the Company as per
the statutory requirements for record retention,
as stated in Note 45 to the standalone financial
statements.

2. 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
B" a statement on the matters specified in paragraphs 3
and 4 of the Order.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 117365W)

Hardik Sutaria

(Partner)

Place: Ahmedabad (Membership No. 116642)

Date: April 16, 2025 (UDIN:25116642BMLMWD4340)