HEAD OFFICE: A-6, Maharani Bagh, New Delhi - 110 065 PH.: 011-41626470-71 FAX: 011-41328425 E-mail: info@bansalco.com
INDEPENDENT AUDITORS REPORT
To the Members of Espire Hospitality Limited
Report on the Audit of the Standalone Financial Statements
Qualified Opinion
We have audited the accompanying standalone financial statements of Espire Hospitality Limited (the Company), which comprises the Balance Sheet as on 31st March 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of material accounting policies and other explanatory information (hereinafter collectively referred to as the aforesaid financial statements).
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 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 the section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, the profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
During the year, the Company migrated its accounting records to a new Enterprise Resource Planning (ERP) system at key locations. As at 31 March 2026, the customer-wise sub-ledgers of Trade Receivables (aggregating 81.55 lakhs), vendor-wise sub-ledgers of Trade Payables (aggregating 645.00 lakhs), party-wise balances of Advances to Vendors (471.35 lakhs) and the GST balances (Input Tax Credit/Output Tax Liability) have not been fully reconciled with the corresponding balances appearing in the General Ledger and with the books of the respective counterparties and records available on the GST portal, wherever applicable. Further, the Company is in the process of obtaining balance confirmations from the parties concerned and performing necessary reconciliations. In the absence of such reconciliations, external confirmations and other sufficient appropriate audit evidence, we were unable to satisfy ourselves regarding the existence, completeness, accuracy, recoverability and valuation of the aforesaid balances as at 31 March 2026. Consequently, we are unable to determine whether any adjustments may be necessary in respect of these balances and the consequential impact, if any, on the Standalone Financial Statements for the year ended 31 March 2026.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended (the Act). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results 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 Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified opinion.
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 of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Basis for Qualified Opinion section of our report, we have determined that there are no other key audit matters to communicate in our report.
Emphasis of matters
As explained in Note 9 of the financial statements, during the financial year 2024-25, the Company had paid an advance of ?3,200 lakhs to Espire Realty Limited, a related party, towards construction and development of an identified property intended for use in the Companys hotel and hospitality operations. The said amount was classified as Advance to Vendor in the financial statements for the year ended 31 March 2025.
During the current year, Espire Realty Limited represented that, due to certain circumstances, certain phases of the construction and development have to be rescheduled to a later date. Accordingly, by mutual agreement between the parties and pursuant to the approval of the Board of Directors, the outstanding advance has been converted into an interest-bearing loan carrying interest at the rate of 12% per annum with effect from 1 April 2025.
Consequently, the amount has been reclassified and presented under the head Loans to Related Party in the current years Balance Sheet, amounting to ?2,486.59 lakhs. Interest accrued thereon amounting to ?309.63 lakhs has been recognised and presented under the head Other Current Assets in the current years Balance Sheet.
The Company has assessed the recoverability of the loan as at 31 March 2026 in accordance with the Expected Credit Loss (ECL) requirements under Ind AS 109 and is of the view that no impairment provision is required at this stage. The transaction constitutes a related party transaction within the meaning of Ind AS 24 and Section 188 of the Companies Act, 2013, and has been duly approved by the Audit Committee and the Board of Directors of the Company.
Our opinion is not modified in respect of this matter.
Information Other than the 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 Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the consolidated financial statements, 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 Responsibilities 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 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 financial 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 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 the 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.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by 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, except for the possible effects of the matter described in the Basis for Qualified Opinion section of in our report, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of changes in equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to the standalone financial statements. Refer to the Basis for Qualified Opinion paragraph in Annexure A.
(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) In our opinion, there are no observations or comments on the financial transactions or matters which have any adverse effect on the functioning of the Company.
(i) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section of our report above.
(j) 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There were no amounts which 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, 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. No dividend has been declared or paid during the year by the company. vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2026 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. 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, to the extent applicable.
For BANSAL & CO LLP Chartered Accountants (Firms Registration No.: 01113N/N500079)
Siddharth Bansal Partner (Membership No. 518004) UDIN: 26518004JTWOGN9047 Place of Signature: New Delhi Date: June 11, 2026
Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of Espire Hospitality Limited of even date
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 over financial reporting of Espire Hospitality Limited (the Company) as of March 31, 2026, in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
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. 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 with reference to these 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, issued by The Institute of Chartered Accountants of India and prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial control. 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 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 financial statements and their operating effectiveness. Our audit of internal financial controls with reference to these financial statements included obtaining an understanding of such internal financial controls, 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 judgment, 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 system over financial reporting with reference to financial statements.
Meaning of Companys internal financial control with reference to financial statements
A Companys internal financial control over financial reporting with reference to these 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 over financial reporting with reference to these 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 authorizations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 Financial Statements
Because of the inherent limitations of internal financial controls with reference to these 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 financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these 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, except for the possible effects of the material weakness described in the Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended 31 March 2026, and the effect of the material weakness on those financial statements is as described in the Basis for Qualified Opinion section of our report of even date thereon.
Basis for Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Companys internal financial controls over financial reporting as of 31st March 2026.
During the year the Company migrated its accounting records to a new Enterprise Resource Planning system at key locations. The Company did not have adequate controls over the completeness and accuracy of the balances migrated to the new system, nor an effective control operating over the periodic reconciliation of the customer-wise and vendor-wise sub-ledgers with the corresponding control accounts in the General Ledger, over the reconciliation of Goods and Services Tax balances with the records available on the GST portal, and over the obtaining and evaluation of balance confirmations from counterparties. As a consequence, as at 31 March 2026 the customer-wise sub-ledgers of Trade Receivables aggregating Rs. 81.55 lakhs, the vendor-wise sub-ledgers of Trade Payables aggregating Rs. 645.00 lakhs, the party-wise balances of Advances to Vendors aggregating Rs. 471.35 lakhs and the balances of Input Tax Credit and Output Tax Liability remained unreconciled, and the process of obtaining balance confirmations and completing the reconciliations was still in progress at the date of this report.
A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.
For BANSAL & CO LLP Chartered Accountants (Firms Registration No. 01113N/N500079)
Siddharth Bansal Partner (Membership No. 518004) UDIN: 26518004JTWOGN9047 Place of Signature: New Delhi Date: June 11, 2026
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Espire Hospitality Limited of even date)
To the best of our information and according to the explanations provided to us by the Company 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) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets. (B) The Company has maintained proper records showing full particulars of intangible assets. (b) Property, Plant and Equipment have not been physically verified by the management during the year, hence, we are unable to comment on the discrepancies, if any. (c) According to the information and explanations given to us and on the basis on our examination of the records of the Company, the company does not have immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), and accordingly, the requirement to report on clause 3(i)(a)(c) of the Order is not applicable to the Company. (d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year. (e) According to the information and explanations given to us and on the basis on our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder;
ii. (a) The management has conducted physical verification of inventory at reasonable intervals during the year. 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 and on the basis on our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of ?5 crore, in aggregate from banks and financial institutions, however there was no requirement for submission of monthly/quarterly statement of current assets for the financial year ending March 31, 2026 and accordingly, the requirement to report on clause 3(ii)(b) of the Order is not applicable to the Company.
iii. (a) During the year, the Company has granted a loan to Espire Realty Limited, a related party, amounting to ?2,486.59 lakhs, which was outstanding as at the balance sheet date. The said loan was granted pursuant to the conversion of an advance of ?3,200 lakhs, originally paid during the financial year 2024-25 towards construction and development of an identified property intended for use in the Companys hotel and hospitality operations. The advance was converted into an interest-bearing loan carrying interest at the rate of 12% per annum with effect from 1 April 2025, pursuant to mutual agreement between the parties and approval of the Board of Directors. (b) In our opinion and based on the information and explanations provided to us, the terms and conditions of the grant of such loan are not prejudicial to the Companys interest. (c) The schedule of repayment of principal and payment of interest has been stipulated, and the borrower has been regular in repayment of principal and payment of interest as per the agreed terms. (d) In respect of the aforesaid loan, there is no amount which is overdue for a period exceeding ninety days as at the balance sheet date. (e) No loan granted by the Company has been renewed or extended or fresh loans granted to settle the overdue amounts of existing loans. (f) The Company has not granted any loan or advance in the nature of loan which is repayable on demand or without specifying any terms or period of repayment.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, as applicable, in respect of loans, investments, guarantees and securities made or provided by it.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
vi. The Company is not in the business of sale of any goods or provision of such services as prescribed. Accordingly, the requirement to report on clause 3(vi) of the Order is not applicable to the Company.
vii. (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, Goods and Services Tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been delays. According to the information and explanations given to us and based on audit procedures performed by us, undisputed dues in respect of goods and services tax, provident fund, employees state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:
Statement of Arrears of Statutory Dues Outstanding for More than Six Months:
| Name of the Statute | Nature of the Dues | Amount (Rs. In lakhs) | Period to which the amount relates | Due Date | Date of Payment |
| Income Tax Act | TDS | 296.79 | Outstanding of FY 24-25 and April 2025 to September 2025 | Various | Yet to be paid |
| Employee Provident Fund and Miscellaneous provision Act, 1952 | PF | 61.11 | Outstanding of FY 24-25 and April 2025 to September 2025 | Various | 5th June, 2026 |
(b) According to the information & explanation given to us and on the basis of our examination of the records of the company the dues of income-tax have not been deposited on account of dispute, are as follows:
| Name of the statute | Nature of the dues | Amount (Rs. In Lakhs) | Period to which the amount relates | Forum where the dispute is pending |
| Income Tax Act 1961 | Income Tax | 46.77 | FY 23-24 | A.O |
| Income Tax Act 1961 | Income Tax | 398.61 | FY 24-25 | A.O |
viii. 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. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. (b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. (c) Term loans were applied for the purpose for which the loans were obtained. (d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have not been used for long-term purposes by the Company. (e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company. (f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on Clause 3(ix)(f) of the Order is not applicable to the Company.
x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable. (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable.
xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year. (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 upto the date of this report. (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
xii. The Company is not a Nidhi Company and hence reporting under clause (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) In our opinion the Company does not have an adequate internal audit system commensurate with the size and the nature of its business. (b) We were unable to obtain the Companys internal audit reports; accordingly, our consideration of such reports was limited to the extent of information made available to us.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) In 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) of the Order is not applicable. (b) The Company has not conducted any Non-Banking Financial activities or Housing Financial activities. Hence, reporting under clause 3(xvi)(b) of the Order is not applicable. (c) The Company is not a core investment company. Therefore, provisions of the clause 3(xvi)(c) of the order is not applicable. (d) There are no other Companies part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.
xix. On the basis of the financial ratios disclosed in notes to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act.
xxi. The Company does not have any subsidiary/associate or joint venture and accordingly requirement to report on Clause 3(xxi) of the Order is not applicable to the Company.
For Bansal & Co LLP Chartered Accountants (Firms Registration No. 01113N/N500079)
Siddharth Bansal Partner (Membership No. 518004) UDIN: 26518004JTWOGN9047 Place of Signature: Delhi Date: June 11, 2026
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IIFL Capital Services Support WhatsApp Number
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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.