To The Members of Addi Industries Limited
Report on the Audit of the Standalone Financial Statements
Opinion
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 read with the 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, 2026, the profit (financial performance) of the Company, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
Material Uncertainty Related to Going Concern
Emphasis of Matter
Key Audit Matters
S. No. Key Audit Matters |
How our audit addressed the key audit matter |
1 Loans and Investments in subsidiary & others and investment property (Refer to the accompanying Notes 8, 4 and 5 forming integral part of the standalone financial statements) |
Our procedure in relation to the appropriateness of judgements and estimates in valuation and determination of impairment include: |
| The Company carries its loans to subsidiaries & others amounting to Rs.3,808.49 lakh, investment property amounting to Rs.433.64 lakh (net of depreciation) and investments in subsidiary & others amounting to t 363.44 lakh at cost/amortized cost as at March 31, 2026. The amount being significant to the standalone financial statements, the determination of impairment charge required the application of significant judgments by Management, in particular with respect to determination of recoverable/fair value amount of these loans, investments and investment property which in aggregate is significant to the standalone financial statements. Accordingly, the impairment of loans, investments & investment property was determined to be a key audit matter in our audit of the standalone financial statements. | a) Substantive testing: |
| - Comparing the carrying amount of investments with audited financial statements of investee-company to identify whether its net assets, being an approximation of their minimum recoverable amount, was in excess of its carrying amount. | |
| - Obtained balance confirmations of loans granted. | |
| - Obtaining and reviewing recoverable amounts as determined by the Management for each loans, investment and investment property. | |
| - Discussed and evaluated Management assessment of impairment of loans, investment and investment property. | |
| - Evaluated the objectivity and independence of specialists involved in the valuation process. | |
| - Assessed the valuation method used and evaluated the key assumptions used. | |
| - Considered the disclosures in the standalone financial statements for compliance with disclosure requirements. | |
| b) Controls testing: Wherever appropriate, our substantive work was supplemented by controls testing work which encompassed understanding, evaluating and testing key controls in respect of judgement, estimates, valuation, impairment & presentation of loans, investments and investment property. | |
| Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of judgement, estimates, valuation, impairment & presentation of loans, investments and investment property. |
Information Other than the Standalone Financial Statements and Auditors 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors 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 Companys financial reporting process.
Auditors Responsibilities for the Audit of the 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 auditors 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 (Auditors 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 a "Annexure 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, 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 Flow 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, read with Rule 7 of the Companies (Accounts) Rules, 2014.
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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements.
g. With respect to the other matters to be included in the Auditors 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 any managerial remuneration during the year. Hence, the provisions of section 197 read with Schedule V to the Act are not applicable to the Company.
h. With respect to the other matters to be included in the Auditors 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 27(i) 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.
) The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 35 to the accounts, 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"), 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;
ii) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 35 to the accounts, 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, 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;
iii) Based on such audit procedures that we have 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 (i) & (ii) above, contain any material misstatement.
iv) (a) The Company has neither proposed nor declared or paid any dividend during the year.
(b) 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 and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
3. With respect to the matter to be included in the Auditors report under Section
197(16):
In our opinion and according to the information and explanation given to us, the Company
has paid remuneration to its directors during the year in accordance with the provisions
of and limits laid down under section 197 read with Schedule V of the Act.
For B.R. Gupta & Co.
Chartered Accountants
Firms Registration Number: 000524N
[Signature]
Annexure "A" to the Independent Auditors Report of even date on the standalone financial statements of Addi Industries Limited
The Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended March 31, 2026, we report that:
(i) In respect of Property, Plant and Equipment:
a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company does not have any Intangible Assets. Accordingly, the provisions of clause
3(i)(B) of the Order are not applicable.
b) The Property, Plant and Equipment have been physically verified by the management during the year and according to the information and explanation given to us, no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
c) According to the information and explanations given to us and the records examined by us, the title deeds of all the immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements are held in the name of the Company except for the following:
| Description of property | Gross carrying value (? in lakhs) | Held in the name of | Whether promoter, director or their relative or employee | Period held | Reason for not being held in the name of Company |
| Building under investment property | 490.90 | International Parks Pvt. Ltd. | NA | Since 2019 | Title deed is pending to be registered in the name of the Company |
d) According to the records examined by us, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) during the year. Accordingly, the provisions of clause 3(i)(d) of the Order are not applicable.
e) According to the information and explanations given to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) and rules made thereunder. Accordingly, the provisions of clause 3(i)(e) of the Order are not applicable.
(ii) a) According to the information and explanations given to us, the Company does not have any inventory. Accordingly, the provisions of clause 3(ii)(a) of the Order are not applicable.
b) According to the information and explanations given to us and the records examined by us, the Company has not been sanctioned working capital limits during the year in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of clause 3(ii)(b) of the Order are not applicable.
(iii) According to the information and explanations given to us and based on the audit procedures performed by us, during the year, the Company has neither provided any guarantee or security, nor granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships (LLPs) or any other parties. However, during the year, the Company has made investment in the equity shares of listed companies and has granted unsecured loans to companies and other parties, in respect of which:
a) The Company has granted unsecured loans to companies and other parties during the year and detail of which is given below:
Aggregate amount granted/provided during the year |
Loan (? in lakh) |
| - Wholly owned Subsidiary | 100.00 |
| - Other | 4,173.80 |
Balance outstanding as at balance sheet date in respect of above cases: |
|
| - Wholly owned Subsidiary | 100.00 |
| - Other | 3,708.50 |
b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions of the investment made and the grant of all loans during the year are not prejudicial to the Companys interest.
c) The schedule of repayment of principal and payment of interest has been stipulated and the principal and interest amount are not due for repayment currently (read with para (iii) (e) as reported below).
d) In respect of loans granted, amount is not overdue.
e) The Company has extended loans which has been granted and has fallen due during the year, detail of which is as follows:
| Name of the parties | Aggregate amount of existing loans granted (? in lakh) | Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year |
| Eirna Pay Technology Pvt. Ltd. | 1,200.00 | 28.08% |
| Orient Financial Services Pvt. Ltd. | 825.00 | 19.31% |
| RGI Infra | 48.50 | 1.13% |
The Company has not renewed any loans that has fallen due during the year or the Company has not granted any fresh loans to settle the overdue of existing loans given to the same parties. The Company has not given any loans which is repayable on demand.
f) The Company has granted unsecured loan which is repayable on demand, the detail of which is follow:
| Particulars | Amount (? in lakh) |
| Aggregate amount of loans/advances in nature of loans | |
| - Repayable on demand to a wholly owned subsidiary | 100.00 |
| Percentage of loans/advances in nature of loans to the total loans | 2.34% |
(The Company has not given any loans or advances in the nature of loans without specifying terms or period of repayment. The Company has not granted any loans to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013.)
(iv) According to the information and explanations given to us, the Company has complied with the provisions of Section 185 & 186 of the Act in respect of loans given and investment made during the year. The Company has not entered into any transaction covered under Section 185 of the Act. The Company has also neither given any guarantees nor provided any security.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits during the year and had no unclaimed deposits at the beginning of the year within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) On the basis of available information and explanation provided to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for the business activities carried out by the Company. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii) In respect of statutory dues:
a) The Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material statutory dues applicable to it with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.
b) According to the records of the Company examined by us and the information and explanations given to us, there were no dues in respect of statutory dues referred to in sub-clause (vii) (a) above which have not been deposited with the appropriate authorities on account of any dispute except the following:
| Name of the Statute | Nature of Dues | Amount involved (? in lakh) | Amount Deposited under protest (? in lakh) | Period to which the amount relates | Forum where dispute is pending |
| ESI Act | ESI | 77.42 | - | During 1995-1996 to 1999-2000 | Allahabad High Court |
(viii) According to the information and explanations given to us and the records examined by us, there are no unrecorded transactions that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Accordingly, the provisions of clause 3(viii) of the Order are not applicable.
(ix) In respect of loans or other borrowings, according to the information and explanations given to us and based on the audit procedures performed by us, we report that:
a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to a bank. The Company has not taken any loan from any other lender.
b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
c) The Company has not obtained any term loans. Accordingly, the provisions of clause 3(ix)(c) of the Order are not applicable.
d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.
e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary. Accordingly, the provisions of clause 3(ix)(e) of the Order are not applicable.
f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries.
(x) a) During the year, the Company did not raise money by way of initial public offer or further public offer (including debt instruments). Accordingly, the provisions of clause 3(x)(a) of the Order are not applicable.
b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible). Accordingly, provisions of clause 3(x)(b) of the Order are not applicable.
(xi) a) As per the information and explanations given to us on our enquiries on this behalf, no fraud of material significance or on the Company has been noticed or reported during the year.
b) In our opinion and according to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed during the year and upto the date of this report in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year.
(xii) The Company is not a Nidhi company. Accordingly, provisions of clause 3(xii) (a) to (c) of the Order are not applicable.
(xiii) In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
(xiv) In respect to internal audit system in the Company:
a) In our opinion and according to the information and explanations given to us, the
Company has an internal audit system commensurate with the size and nature of its
business.
b) We have considered the internal audit reports of the Company issued till date, for the
year under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act. Accordingly, provisions of clause 3(xv) of the Order are not applicable.
(xvi) a) The Company is not required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, provisions of clause 3(xvi) (a) of the Order
are not applicable.
b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
c) The Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not
applicable.
d) According to the information and explanations given to us, there are no core investment
company (CIC) within the Group. Accordingly, provisions of clause 3(xvi) (d) of the Order
are not applicable.
(xvii) According to the information and explanations given to us, the Company has neither incurred any cash losses in the current financial year nor in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year. Accordingly, provisions of clause 3(xviii) of the Order are not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date (read with Note 27 of the standalone financial statements). We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) The requirements as stipulated by the provisions of Section 135 are not applicable to the Company. Accordingly, clause 3(xx) (a) and 3(xx)(b) of the Order are not applicable.
xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.
For B.R. Gupta & Co.
Chartered Accountants
Firms Registration Number 008352N
[Signature]
Place of Signature: New Delhi
Date: May 29, 2026
Annexure "B" to the Independent Auditors Report of even date on the Standalone Financial Statements of Addi Industries Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to standalone financial statements of Addi Industries Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
Auditors Responsibility
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
Inherent Limitations of Internal Financial Controls with reference to financial statements
Opinion
For B.R. Gupta & Co.
Chartered Accountants
Firms Registration Number 008352N
[Signature]
Place of Signature: New Delhi
Date: May 29, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.