To the Members of Amber Enterprises India Limited
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the standalone financial statements of Amber Enterprises India 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 Rs.AuditorRs.s Responsibilities for the Audit of the Standalone Financial StatementsRs. section of our report. We are independent of the Company in accordance with the Rs.Code of EthicsRs. 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 matters to be communicated in our report. We have fulfilled the responsibilities described in the AuditorRs.s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. 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 matters below, provide the basis for our audit opinion on the accompanying standalone
financial statements.
Impairment assessment of Investment in subsidiaries and joint venture (as described in Note 8 of the standalone financial statements)
The CompanyRs.s standalone financial statements includes investment in subsidiaries and joint venture aggregating to Rs.83,365.81 lakh.
Management on an annual basis for its investments assesses whether indicators of impairment exist. For investments where impairment indicators exist, management estimates the recoverable amount of such investments, being higher of fair value less costs to sell and value in use. The value in use of the underlying investment is determined basis discounted cash flow model which requires exercise of significant judgement in determining the key assumptions such as revenue growth rate, gross margin, terminal values, discount rates applied to projected cash flows, etc.
Our audit procedures, among others included the following:
| Key audit matters | How our audit addressed the key audit matter |
|
|
|
OTHER INFORMATION
The CompanyRs.s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditorRs.s report thereon. The Annual report is expected to be made available to us after the date of this auditorRs.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 such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS
The CompanyRs.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 CompanyRs.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 CompanyRs.s financial reporting process.
AUDITORRs.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 auditorRs.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:
(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.
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 auditorRs.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
(2) of the Act;
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, 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
For S.R. Batliboi & Co LLP
Chartered Accountants ICAI Firm Registration Number: 301003E/E300005
per Vishal Sharma
Partner
Place of Signature: Gurugram Membership Number: 096766
Date: May 15, 2026 UDIN: 26096766LSWXZI6139
ANNEXURE A. REFERRED TO IN PARAGRAPH UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE
Re: Amber Enterprises India Limited ("the Company")
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(B) The Company has maintained proper records showing full particulars of intangibles assets.
(b) As disclosed in Note 28 to the standalone financial statements, the Company has been sanctioned working capital limits in excess of Rs.five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the standalone financial statements, the quarterly returns/statements filed by the Company with such banks are in agreement with the audited/ unaudited books of accounts of the Company. The Company has not been sanctioned working capital limits in excess of Rs.five crores in aggregate from financial institutions during the year on the basis of security of current assets of the Company.
Amount in Rs.lakh
Particulars |
Guarantees | Loans |
Aggregate amount granted/ provided during the year |
||
- Subsidiaries |
40,625.00 | 1,31,174.47 |
- Joint Venture |
- | 1,493.19 |
- Others (employees) |
- | 218.77 |
Balance outstanding as at balance sheet date in respect of above cases |
||
- Subsidiaries |
1,32,132.00 | 44,058.97 |
- Joint Venture |
- | 3,749.20 |
- Others (a Company and employees) |
- | 340.27 |
During the year the Company has not provided loans, advances in the nature of loans, stood guarantee and provided security to firms, Limited Liability Partnerships or any parties.
| Name of the statue | Nature of the dues | Amount (Rs.in lakh) | Deposit under protest (Rs.in lakh) |
Period to which the amount relates | Forum |
| The Central Goods and Service Tax Act, | Goods and | 5.31 | 5.31 | 2021-22 | Joint Commissioner Appeal, Rudrapur, Uttarakhand |
| 2017 | Service | 1.93 | 1.93 | 2022-23 | State Tax officer Jurisdiction, Uttarakhand |
| Tax | |||||
| 84.72 | 84.72 | 2023-24 | State Tax officer Jurisdiction, Uttarakhand | ||
| 19.04 | 19.04 | 2024-25 | Commercial Tax officer Jurisdiction, Ballari, Karnataka | ||
| 25.03 | 25.03 | 2024-25 | State Tax officer Jurisdiction, Uttarakhand | ||
| 1,943.67 | 194.37 | 2017-18 | Joint commissioner CGST Commissionerate, | ||
| Dehradun | |||||
| 595.22 | 18.09 | 2017-18 | State Tax officer Jurisdiction, Jhajjar, Haryana | ||
| 83.52 | 4.44 | 2020- 21 | Excise and taxation officer Jurisdiction, Jhajjar, | ||
| Haryana | |||||
| 530.63 | 53.06 | 2021-22 | Additional Director of Directorate General of GST | ||
| 2022-23 | Intelligence, Visakhapatnam, Andhra Pradesh | ||||
| 20.04 | 1.10 | 2021-22 | State Tax officer Jurisdiction, Gujarat | ||
| Uttarakhand Value Added Tax Act, 2005 | Sales Tax | 15.39 | 3.35 | 2011-12 2014-15 | Joint commissioner (Appeal), Dehradun |
| Himancial Value Added Tax Act, 1968 | Sales Tax | 15.04 | 2.00 | 2009-10 | Additional Commissioner (Appeal) |
| Punjab Municipal Act, 1911 | Octroi Tax | 15.58 | - | 2006-07 | HonRs.ble High Court of Punjab & Haryana |
| Income Tax Act,1961 | Income Tax | 28.88 | 36.47 | 2017-18 | Commissioner of Income Tax (Appeals) |
| 40.02 | - | 2019-20 | Commissioner of Income Tax (Appeals) |
There are no dues of provident fund, employeesRs. state insurance, service tax, duty of custom, duty of excise, value added tax and cess which have not been deposited on account of any dispute.
to report on clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has complied with provisions of sections 42 and 62 of the Companies Act, 2013 in respect of the preferential allotment or private placement of shares during the year. The funds raised have been used for the purposes for which the funds were raised.
For S.R. Batliboi & Co LLP
Chartered Accountants ICAI Firm Registration Number: 301003E/E300005
per Vishal Sharma
Partner
Place of Signature: Gurugram Membership Number: 096766
Date: May 15, 2026 UDIN: 26096766LSWXZI6139
Annexure Rs.2.
To the Independent AuditorRs.s Report of even date on the Standalone Financial Statements of Amber Enterprises India 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 Amber Enterprises India 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.
MANAGEMENTRs.S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The CompanyRs.s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the CompanyRs.s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITORRs.S RESPONSIBILITY
Our responsibility is to express an opinion on the CompanyRs.s internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal
financial controls with reference to these standalone 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 auditorRs.s 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 CompanyRs.s internal financial controls with reference to these standalone financial statements.
MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THESE STANDALONE FINANCIAL STATEMENTS
A companyRs.s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyRs.s internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyRs.s assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating
effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For S.R. Batliboi & Co LLP
Chartered Accountants ICAI Firm Registration Number: 301003E/E300005
per Vishal Sharma
Partner
Place of Signature: Gurugram Membership Number: 096766
Date: May 15, 2026 UDIN: 26096766LSWXZI6139
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