To the members of Binny Limited
Report on the Audited Standalone Financial Statements Qualified Opinion
We have audited the accompanying Standalone Financial Statements of Binny Limited (the Company), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, the Statement of Changes in Equity, and the Statement of Cash Flows for the year then ended, and notes to standalone financial statements, including a summary of 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, except for the effects of the matter described in the basis of qualified opinion section of our report, the aforesaid standalone financial statements 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, 2025 and the profit, changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. The Company has advanced in the earlier years 2,918.05 Lakhs to RRB Energy Limited in respect of which the company has not provided us with sufficient appropriate audit evidence supporting the recoverability of the amount. Further no confirmation of balance has been provided to us. No impairment has been considered in these accompanying standalone financial results. However, The company has filed before the Honble National Company Law Tribunal (NCLT), New Delhi, seeking initiation of insolvency proceedings against the said party - Refer Note No. 2.7 to the Standalone Financial Statements.
2. With respect to Sale Agreement between the Company and M/s Sanklecha Infra Projects Private Ltd, the company has not recognised revenue in the earlier financial years in accordance with provisions of Ind AS 115. As per the Sale Agreement between the Company and M/s Sanklecha Infra Projects Private Ltd, possession of the land was handed over to the said party on the basis of registered power of attorney and the latter completed the construction activities whereby a sum of 1,912 lakhs is receivable on account of the same. Further the value of inventory includes the sum relating to the cost of this land, which is not ascertainable. In view of the above, we are unable to comment on the completeness and appropriateness of the recognition of revenue, compliance with provisions of Indian Accounting Standard 115. Further no confirmation of balance has been made available to us, hence we are unable to comment on the correctness and recoverability of the receivable balance in the accompanying standalone financial statements - Refer Note No. 2.14 to the Standalone Financial Statements.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors 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 (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, but does not include Standalone Financial Statements and our 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 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.
Managements Responsibility for the Standalone Financial Statements
The Companys 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, change in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards specified under Sec 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, 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 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Companys Board of Directors are responsible for overseeing the Companys financial reporting process.
Auditors 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 auditors 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)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has 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 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.
Other Matter
SEBI has passed orders against the Company pertaining to transactions occurred during the period 2013-14 to 2020-21, stating diversion of funds, unapproved and undisclosed related party transactions, non-recognition of income in respect of sale of land etc imposing penalties amounting to 600 lakhs on the Company. The order also mandated individual penalties on the then directors of the company as well as restraining them from being associated with such companies as mentioned in the order and further directed the return of substantial amounts back to the Company together with interest on account of the diversion of funds. The Company has informed us that these SEBI orders have been challenged before the Securities Appellate Tribunal (SAT). We are informed that the SAT has stayed this order and that the matter is currently pending adjudication.
Our opinion on the standalone financial statements is not modified in respect of the above matters.
Report on Other Legal and Regulatory Requirements
As required by section 143(3) of the Act, based on our audit we report that:
a) Subject to the matters specified in the Basis of Qualified Opinion paragraph, 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) Subject to the matters specified in the Basis of Qualified Opinion paragraph, 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, 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) Subject to the matters specified in the Basis of Qualified Opinion paragraph, In our opinion, aforesaid Standalone Financial Statements comply with the Indian Accounting Standards 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) 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 A . Our report expresses a qualified opinion on the adequacy and operating effectiveness of the companys internal financial controls with reference to the 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 remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
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, 2021, 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 as at March 31, 2025 on its financial position in its Standalone Financial Statements - Refer Note No. 2.25 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. No amounts were 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), with 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 in respect of the financial year 2024-25, 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 Company has not declared or paid any dividend during the year. Hence, we do not comment on the compliance with section 123 of the Companies Act, 2013.
vi. The Company has not maintained its books of accounts using the accounting software that has an audit trail (edit log) feature enabled as prescribed under Rule 3(1) of the Companies (Accounts) rules, 2014. Accordingly, we are unable to comment on the existence, operation or integrity of such audit trail features during the year.
i. As required by the Companies (Auditors 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 Venkatesh & Co., |
| Chartered Accountants |
| FRN:004636S |
| CA Dasaraty V |
| Partner |
| M No:026336 |
| UDIN: 26026336PONLDF6234 |
| Chennai, 20 April 2026 |
Annexure A to the Independent Auditors Report
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report
Report on the Internal Financial Controls with reference to Standalone financial Statements under Clause (i) of subsection 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 Binny Limited (the Company) as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibilities for Internal Financial Controls
The Companys Board of Directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements 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 (the 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 companys 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 Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to 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) issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 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 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 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 auditors judgement, including the assessment of the risks of material misstatement of the standalone 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 with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control 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 standalone 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 companys assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls over financial reporting, 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.
Qualified Opinion
In our opinion, and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph of our Independent Auditors Report on the Standalone Financial Statements, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2025, based on the criteria for internal financial control with reference to financial statements 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.
| for Venkatesh & Co., Chartered Accountants FRN:004636S CA Dasaraty V Partner M No:026336 UDIN: 26026336PONLDF6234 Chennai, 20 April 2026 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Binny Limited of even date)
i. In respect of the Companys fixed assets:
(a) A) The Company has maintained proper records showing full particulars of property, plant and equipment;
however, the records do not include the location-wise details of these assets.
B) The Company does not have any Intangible assets hence clause (B) is not applicable.
(b) As explained to us, all the property, plant and equipment has been physically verified by the management during
the year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its
assets. According to the information and explanations given to us, no material discrepancies were noticed on such
verification.
(c) The company does not hold any immovable properties as property, plant and equipment hence we do not comment on the same.
(d) The Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.
(e) We have been informed that no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under.
ii. (a) According to the information and explanation given to us and on the basis of our examination of the
records, the inventories have been physically verified by way of site visits. In our opinion the frequency is reasonable. There were no material discrepancies identified on physical verification of inventories.
(b) The Company has not been sanctioned working capital in excess of five crore rupees, in aggregate at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) is not applicable to the Company.
iii. The Company has not made investments in, companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties, during the year, in respect of which
(a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(a) of the Order is not applicable.
(b) The company has not made investments (or) granted loan during the year and hence reporting under this clause and clause (c) , (d) and (e) is not applicable.
(f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii) (f) is not applicable.
iv. In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, as applicable, in respect of an advance in the nature of loan granted to a company in which a director is interested. The outstanding balance of such advance was 11,252.31 lakhs as at March 31, 2025.
v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2025 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
vi. The maintenance of Cost Records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Hence reporting under this clause is not applicable.
vii. In respect of statutory dues:
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Income-tax, Goods and Services Tax and other material statutory dues, as applicable. Further, the following undisputed statutory dues were outstanding as at March 31, 2025 for a period of more than six months from the date they became payable:
| Name of the Statute | Nature of the Dues | Amount (Rs) | Period to which the amount relates | Due date | Date of Payment | Remarks if any, |
| Income Tax | Tax | 13,24,561 | Mar-25 | 30/04/2025 | ||
| Income Tax | Tax, Interest and Penalty | 27,244 | Mar-20 | 30/04/2020 | ||
| Professional Tax | Tax | 10,94,957 | Mar-25 | 31/03/2025 | ||
| Urban Land Tax Payable | Tax | 6,15,664 | Mar-24 | 31/03/2024 | ||
| Value Added Tax | Tax, Interest | 5,38,528 | May-15 | 20/06/2015 | ||
| Provident Fund | Tax | 7,61,688 | Mar-25 | 15/04/2025 | ||
| Goods and Service Tax | Tax | 1,89,439 | Mar-25 | 20/04/2025 | ||
| Employee State Insurance | Tax | 5,265 | Mar-24 | 15/04/2024 |
(b) According to the information and explanation given to us, there are no dues of goods and service tax and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute except those referred below. The outstanding disputes as of March 31, 2025 are given below:
| Name of the Statute | Nature of the Dues | Amount (Rs) | Period to which the amount relates | Forum where dispute is pending |
| Goods and Services Tax | Tax, Interest and Penalty | 39,01,32,939 | FY 2018-19 | Honorable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 24,83,19,844 | FY 2019-20 | Honorable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 24,38,87,744 | FY 2020-21 | Honorable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 44,48,85,194 | FY 2021-22 | Honorable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 74,69,93,318 | FY 2022-23 | Honorable High Court |
| Income Tax | Tax and Interest | 4,60,77,047 | FY 2013-14 | Honorable High Court |
| Income Tax | Tax and Interest | 3,91,63,352 | FY 2014-15 | Honorable High Court |
| Income Tax | Tax and Interest | 95,46,51,841 | FY 2015-16 | Honorable High Court |
| Income Tax | Tax and Interest | 17,23,63,555 | FY 2017-18 | Honorable High Court |
| Income Tax | Tax and Interest | 18,43,99,765 | FY 2018-19 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax and Interest | 28,36,09,092 | FY 2019-20 | Commissioner of Income Tax, Appeals |
| Name of the Statute | Nature of the Dues | Amount (Rs) | Period to which the amount relates | Forum where dispute is pending |
| Income Tax | Tax and Interest | 3,85,04,720 | FY 2020-21 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax and Interest | 7,81,86,711 | FY 2021-22 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax and Interest | 24,92,76,234 | FY 2022-23 | Honorable High Court |
| TDS | Tax and Interest | 3,20,35,365 | FY 2014-15 | Honorable High Court |
| TDS | Tax and Interest | 3,90,78,559 | FY 2015-16 | Honorable High Court |
| Wealth Tax | Tax Interest and Penalty | 5,74,73,000 | FY 2011-12 to FY 2014-15 | Commissioner of Wealth Tax, Appeals |
| Wealth Tax | Tax Interest and Penalty | 18,23,66,000 | FY 1993-94 to FY 2010-11 | Commissioner of Wealth Tax, Appeals |
| Wealth Tax | Tax, Interest and Penalty | 7,17,68,000 | FY 2001-02 to FY 2004-05 | Commissioner of Wealth Tax, Appeals |
viii. As per the information and explanation given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ix. (a) The Company has not defaulted in repayment of any loans or other borrowings from any lender.
(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence reporting under this clause is not applicable.
(d) On an overall examination of the Standalone Financial Statements of the Company, the Company has not taken any funds on short term basis and hence reporting under this clause is not applicable.
(e) On an overall examination of the Standalone Financial Statements of the Company, the company has not taken any loans from any entity or person on account of or to meet the obligations of its subsidiaries.
(f) The Company has not raised any loans during the year by way of pledge of securities of subsidiaries and hence reporting on clause 3 (ix)(f) of the Order is not applicable.
x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt
instruments) during the year and hence reporting under clause 3 (x)(a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private placement of Preference
shares and hence reporting under this clause is not applicable.
xi. (a) I n respect of reporting on frauds, SEBI has passed orders against the company during the period 2013
14 to 2020-21, stating diversion of funds, unapproved and undisclosed related party transactions, nonrecognition of income in respect of sale of land etc. imposing penalties amounting to 600 lakhs on the company.
The order also mandated individual penalties on the then directors of the company as well as directing the change in composition of the Board of directors and further directed the return of substantial amounts back to the company together with interest on account of the diversion of funds. The company has informed us that these SEBI orders have been challenged before the Securities Appellate Tribunal (SAT).
We are informed that the SAT has stayed this order and that the matter is currently pending adjudication.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
(c) As per the information provided by the management, the Company has not received any complaints from whistle blower during the year (and up to the date of this report).
xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable
xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.
xiv. (a) I n our opinion the Company has an adequate internal audit system commensurate with the size of the
company and the nature of its business.
(b) We have considered the internal audit reports for the year under audit, issued to the company during the year until date, in determining the nature, timing and extent of our audit procedures.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) I n our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934. Hence, reporting under clause 3(xvi) (a), (b) and (c) of the Order is not applicable.
(d) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year hence this provision is not applicable to the Company.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements and 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 indicating that Company is 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. 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. According to the information and explanations given to us, the provision of section 135 is not applicable to the company hence, reporting under clause 3(xx) (a) and (b) is not required.
| for Venkatesh & Co., Chartered Accountants FRN:004636S CA Dasaraty V Partner M No:026336 UDIN: 26026336PONLDF6234 Chennai, 20 April 2026 |
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