TO
THE MEMBERS OF
CITY ONLINE SERVICES LIMITED
Report on the Audit of the Financial Statements
Qualified Opinion
We have audited the accompanying financial statements of City Online Services Limited (the "Company"), which comprise the balance sheet as at March 31, 2026, the statement of Profit and Loss, the statement of Changes in Equity and the statement of Cash Flows for the year then ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matter described in the " Basis for Qualified Opinion" section of our report , the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended , ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its loss, its total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. We draw attention to Note No.18 to the financial statements wherein the net worth of the company is completely eroded, Current Liabilities exceed the Current Assets. This situation indicates that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. The financial statements do not adequately disclose this matter and we have not been able to corroborate the Managements contention regarding preparation of financial statements of the company on going concern basis, notwithstanding the fact that the company continues to incur cash losses, its net worth has been fully eroded (Negative Networth as on 31st March 2026 54.72 Lakhs)
2. We observed differences in the revenue as per books of accounts with the revenue reported in GST Returns, thereby resulting in under reporting of Revenue to the Authorities by Rs. 42.06 Lakhs.
3. A discrepancy was observed between the input tax credit recorded in the books of accounts and the input tax credit reported in GSTR-3B returns. Specifically, CGST and SGST balances in the books are overstated by Rs. 2.13 lakhs and Rs. 2.26 lakhs, respectively, whereas IGST is understated by Rs. 0.69 lakhs.
4. As of 31st March 2026, we have identified unbilled revenue amounting to ?18.88 lakhs. This represents services rendered, but invoices were not raised and issued.
5. The Company has not recognized Expected Credit Loss on financial assets as required by Ind AS 109. Management has not performed impairment assessment using the ECL model.
6. The Company has granted loans to a related party amounting to Rs. 0.54 Lakhs during the current financial year, aggregating to a total outstanding loan of Rs. 15.51 lakhs as at the balance sheet date. Considering the Companys negative net worth, the aforesaid loans exceed the limits prescribed under Section 186(2) of the Companies Act, 2013. However, the Company has not obtained the requisite approval of shareholders by way of a special resolution, and unanimous approval of the Board of Directors as required under Section 186(5) of the Act.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 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 ICAIs 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 financial statements.
Emphasis of Matter
We draw attention to the following matters:
1. We draw attention to Note 3 to the financial statements relating to
Property Plant and Equipment, the Company is under the process of reconciling and checking Expired Assets, Assets fully depreciated as on the balance sheet date.
This indicates deficiencies in fixed asset records. Unable to obtain sufficient audit evidence on accuracy, completeness, existence and valuation of PPE. Impact on depreciation, retained earnings and carrying value remains undetermined.
2. Note 12 to the financial statements represents the balance amounting to Rs. 83.15 Lakhs under the head "Financial Assets- Trade Receivables" regarding amount receivable from Sundry Debtors as on balance sheet date is subject to confirmations and reconciliations and consequential adjustments, if any.
3. Note 23 to the financial statements represents the balance amounting to Rs. 220.54 Lakhs under the head "Financial Liabilities - Trade Payables" regarding amount payable to sundry creditors as on balance sheet date is subject to confirmations and reconciliations and consequential adjustments, if any.
4. We draw attention to Note 23 of the financial statements relating to trade payables balances, the Company is under the process of identifying MSME Creditors and its ageing.
Our Opinion is not modified in respect of the above matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. Except for the matter described in the Basis for Qualified Opinion section, we have determined that there are no Key Audit Matters to communicate in our report.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility and Sustainability Report, Corporate Governance, but does not include the Standalone Financial Statements and our auditors reports thereon.
The above referred information is expected to be made available to us after the date of this audit 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstance and the applicable laws and regulations. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance 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, total comprehensive income, changes in equity and cash flows 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. 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, 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 the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the 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 scepticism 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 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 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 ability of the Company 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.
Other Matters
We draw attention to the following matters:
1. We identified certain lease agreements pertaining to office buildings and tower sites had expired as on the balance sheet date. The management informed us that operations continue at such locations and renewal processes for the respective lease agreements are under progress. Pending renewal of these agreements may expose the Company to potential legal, operational, or financial implications.
2. The Government of India has notified four Labour Codes - namely the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 - with effect from 21 November 2025, which consolidates 29 existing labour laws. The Ministry of Labour & Employment has published draft Central Rules and FAQs on these codes, but the relevant rules are yet to be notified. Based on the available information as at reporting date, no material liability is envisaged in this regard.
Our Opinion is not modified in respect of the above matters.
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 subsection (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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, and the statement of cash flows dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the IND AS specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.
(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 over financial reporting.
(g) With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act, as amended:
In our opinion, and according to the information and explanation 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, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
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 during the year ended 31st March 2026.
iv.
(a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Company, 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 have been received by the Company from any persons or entities, 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. (this option to be used when the Company has not received funds in the capacity of intermediary)
(c) Based on audit procedures 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 (a) and (b) contain any material misstatement.
v. The Company has neither declared nor paid any dividend during the year.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of accounts for the financial year ended March 31,2026 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 our audit we did not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the Statutory requirements for record retention.
For Komandoor & Co LLP
Chartered Accountants
Sd/-
P V Ram
Partner
FRN: 001420S/S200034
M No: 029565
UDIN NO:26029565JRGPZC7044
Place: Hyderabad
Date:29-05-2026.
ANNEXURE A 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 CITY ONLINE SERVICES LIMITED on the Financial Statements for the year ended 31st March, 2026)
To the best of our information and the books of account and records examined by us in the normal course of audit, we state that:
i. In respect of the Companys Property, Plant and Equipment and
Intangible Assets:
(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 does not maintain proper records showing full particulars including quantitative details and situation of property plant & equipment and intangible assets.
(b) As informed to us, the Company has not conducted physical verification of its entire Property, Plant and Equipment during the year. Further, we observed a difference of Rs. 59.67 lakhs between the Written Down Value (WDV) as per the Fixed Asset Register and the balances appearing in the books of account. Additionally, accumulated depreciation and amortization as per the Fixed Asset Register and books of account differ by Rs. 59.74 lakhs. The reconciliation of the aforesaid differences is stated to be under progress by the management.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not own any immovable properties. In respect of immovable properties taken on lease and disclosed in the financial statements as right-of-use assets, certain lease agreements have expired and are pending renewal as at the balance sheet date. The details of such properties are provided in "Appendix A" to this report.
(d) According to the Information and explanations given to us, the Company has not revalued any of its Property, Plant and Equipment (including right- of-use assets) or Intangible Assets during the year. Therefore, Clause 3(i)(d) of the Order is not applicable to the Company.
(e) According to the Information and explanations given to us, there are no proceedings initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Therefore, Clause 3(i)(e) of the Order is not applicable to the Company and hence not commented upon.
ii.
(a) According to the information and explanations given to us, the inventory has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable. In our opinion the coverage and the procedure of such verification by the management is appropriate.
(b) According to the information and explanations given to us, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks and financial institutions. Therefore, Clause 3(ii)(b) of the Order is not applicable to the Company and hence not commented upon.
iii.
(a) In our opinion and according to the information and explanations given to us, the Company has granted loans or provided advances in the nature of loans to the following entities. However, the Company has not provided any Security or stood guarantee during the year to Subsidiary, Joint Venture, Associates & Others.
| Particulars | Guarantees | Loans | Advances in nature of Loans |
| Aggregate amount granted/provided during the year: | |||
| - Subsidiary | - | - | - |
| - Joint Ventures | - | - | - |
| - Others | - | 0.54 | 3.95 |
| Balance outstanding as at balance sheet date in respect of above cases: | |||
| - Subsidiary | - | - | - |
| - Joint Ventures | - | - | - |
| - Others | - | 0.54 | 1.35 |
(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, in case of loans and advances, which are in the nature of loans, there is no interest levied, therefore the terms and conditions of the grant of loans and advances are prejudicial to the companys interest.
(c) In our opinion, and according to the information and explanations given to us, the schedule of repayment of principal and payment of interest with respect to loans and advances in the nature of loans, has not been stipulated and the repayments or receipts are not regular in following cases.
Name of the Party |
Amount (Rs. In Lakhs) | Due Date | Date of Payment | Extent of delay | Remarks |
| City Online Digital Private Limited | 15.51 | - | - | - | There is no repayment schedule and due date for repayment. |
| Accordingly delay in payment cannot be identified. Also there is no repayment of this loan from past 3 years. |
(d) According to the information and explanation given to us there is no repayment schedule, using which overdue for more than 90 days can be obtained therefore, the provision of Clause 3 (iii) (d) is not commented upon.
(e) According to the information and explanations given to us, there is no repayment schedule and due date for repayment in respect of the following company, where the loan or advance in the nature of loan granted, have been renewed or extended or fresh loans granted to the same party.
Name of the Parties |
Relation with Company | Aggregate amount of Loans or advances in the nature of Loans granted to the party during the year (in Rs. Lakhs) | Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties (in Rs. Lakhs) | Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year |
| City Online Digital Private Limited | Related Party (Common Directors) | 0.54 | - | 12.03% |
(f) According to the information and explanations given to us and on the basis of our examination of the records, the company has granted following loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment to related parties as defined in clause (76) of section 2 of the Companies Act, 2013.
Name of the Party |
Nature of Party | Amount (Rs. In Lakhs) | Total Outstanding as at balance sheet date (Rs. in Lakhs) | Due Date | Date of Payment |
| City Online Digital Private Limited | Related Party (Common Directors) | 0.54 | 15.51 | - | - |
iv. According to the information and explanations given to us, the Company has not complied with the provisions of Section 186 of the Companies Act, 2013 in respect of loans granted during the year, as the limits prescribed under the said section have been exceeded and the requisite Board Resolution and Special Resolution have not been passed.
v. According to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits as at 31st March, 2026 and therefore, the provisions of clause 3 (v) of the Order are not applicable to the Company.
vi. According to the information and explanations given to us, Maintenance of Cost records as prescribed by the Central Government under section 148(1) of the Companies Act, 2013 is not applicable to the company and accordingly clause (vi) of paragraph 3 of the order is not applicable to the company.
vii. According to the information and explanations given to us and on the basis of our examination of books of accounts, the company is not regular in depositing undisputed statutory dues.
a) As at 31st March 2026, following are the undisputed statutory dues payable for a period of more than 6 months from the date they become payable:
Name of the Statue |
Nature of Dues | Amount (Rs. in Lakhs) |
| Employees Provident | Provident Fund | - |
| Fund and Miscellaneous Act, 1952 | ||
| Professional Tax | Professional Tax | 2. 69 |
| Income-Tax Act, 1961 | TDS deducted amount | - |
| GST Act,2017 | 182.56 |
b) According to the information and explanation given to us, the company has no statutory dues which have not been deposited on account of disputes.
viii. According to the information and explanations given to us and on the basis of our examination of the records, the company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
ix.
a) Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to a lender.
b) According to the information and explanations given to us, the company has not been declared willful defaulter by any bank or financial institution or any other lenders.
c) According to the information and explanations given to us and on the basis of the examination of records of the company, the company does not have term loans. Therefore, clause ix(c) of paragraph 3 of the order is not applicable to the company.
d) According to the information and explanations given to us and on the basis of the examination of records of the company, no funds raised on short term basis have been utilized for long-term purposes.
e) According to the information and explanations given to us and on the basis of the examination of records of the company, the company has not taken any funds from any entity or a person on account of or to meet the obligations of its subsidiaries, Associates or Joint ventures.
f) According to the information and explanations given to us and on the basis of the examination of records of the company, the company has not raised loans during the quarter on the pledge of the securities held in its subsidiaries, Joint ventures or Associate companies.
x.
a) According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.
b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares, convertible debentures (fully, partially or optionally) during the year and therefore provisions of Section 42 and 62 of the Act are not applicable to the Company.
xi.
a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
b) According to the information and explanation given to us and on the basis of our examination of the records of the Company, there is no fraud by the company or no material fraud on the company by the officers and employees of the company. Accordingly, filing of Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government is not required.
c) According to the information and explanations given to us, there were no whistle-blower complaints in the company.
xii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is not Nidhi Company. Therefore, Clause (xii) (a), (b) and (c) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv.
a) According to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business.
b) The internal audit report of the Company issued till the date of the audit report, for the period under audit has been considered by us.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, Clause (xv) of the Order is not applicable and hence not commented upon.
xvi.
(a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, Clause 3 (xvi)(a) of the order is not applicable.
(b) 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 conducted any Non- Banking Financial or Housing Finance activities. Accordingly, Clause 3(xvi)(b) of the Order is not applicable.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is not a core investment company. Accordingly, Clause 3(xvi)(c) of the Order is not applicable and hence not commented upon.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the company, neither the company nor its group of company is a core investment company. Accordingly, Clause 3(xvi)(d) of the Order is not applicable and hence not commented upon.
xvii. In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs. 10.94 Lakhs in the financial year 2025-26.
xviii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there has been no resignation of the statutory auditors during the year.
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 financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that 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. Further, our opinion is based on the information provided to us. We do not give assurance as to the future viability of the company.
xx. According to the information and explanation provided to us and based on the examination of records of the company. The company is not subjected to compliance requirements with respect to section 135 of The Companies Act, 2013. Therefore, the Clause (xx) (a) & (b) of the Order is not applicable.
xxi. The Company did not have any Subsidiary or Associate or Joint Venture, preparation of Consolidated Financials is not applicable to the Company, hence reporting under Clause 3(xxi) of the Order is not applicable.
For Komandoor & Co LLP
Chartered Accountants
Sd/-
P V Ram
Partner
FRN: 001420S/S200034
M No: 029565
UDIN NO:26029565JRGPZC7044
Place: Hyderabad
Date:29-05-2026.
ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in our Report of even date)
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of City Online Services Limited ("the Company") as of 31st March 2026, in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 over financial reporting were 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls 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 over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting 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 companys internal financial control over financial reporting 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 authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting 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 financial statements in place and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2026 based on the internal financial control with reference to standalone 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 ICAI.
For Komandoor & Co LLP
Chartered Accountants
Sd/-
P V Ram
Partner
FRN: 001420S/S200034
M No: 029565
UDIN NO:26029565JRGPZC7044
Place: Hyderabad
Date:29-05-2026.
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, IA SEBI Regn. No: INA000000623, 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.