To
The Members of
GK Energy Limited
(Formerly GK Energy Private Limited,
GK Energy Marketers Private Limited)
CIN: L74900PN2008PLC132926
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Opinion
We have audited the accompanying Standalone Financial Statements of GK Energy Limited (formerly GK Energy Private Limited, GK Energy Marketers Private Limited) (CIN: L74900PN2008PLC132926) ("the Company"), which comprise the Balance Sheet as at 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 then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
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 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 together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 year. 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. We have determined the matters described below to be the key audit matters to be communicated in our report:
| Key Audit Matter | How our audit addressed the key audit matter |
| Refer Note 7 Trade Receivables, Note 2.3(c) and 2.9 Impairment of Financial Assets, and Note 52 Financial Instruments: Risk Management, to the Standalone Financial Statements | Our audit procedures in relation to the recoverability of trade receivables included, among others, the following: |
| As at March 31, 2026, the Companys trade receivables aggregated to Rs 5,907.61 million, net of allowance for expected credit losses of Rs 46.88 million, resulting in a net carrying amount of Rs 5,860.73 million representing a significant portion of the Companys total assets. | Obtained an understanding of the Companys processes and evaluated the design and tested the operating effectiveness of internal controls over billing, collection monitoring, ageing of receivables and the estimation of the allowance for expected credit losses; |
| A substantial part of these receivables is due from State Nodal Agencies and government instrumentalities in respect of solar-powered pump systems installed under the PM-KUSUM Scheme and other government- sponsored programmes, where realisation is linked to inspection, verification and commissioning-related processes and to the release of payments by the relevant authorities and can accordingly involve extended collection periods. | Evaluated the appropriateness of the Companys accounting policy for impairment of financial assets and the expected credit loss methodology (including the provision matrix) with reference to the requirements of Ind AS 109; |
| The assessment of recoverability of these receivables and the measurement of the allowance for expected credit losses under Ind AS 109 involve significant management judgement. The Company applies the simplified approach and measures lifetime expected credit losses using a provision matrix based on the ageing of receivables, historical credit loss experience and counterparty profile, adjusted for forwardlooking information, and evaluates the recoverability of long-outstanding balances and of amounts subject to deductions or reconciliations with the government agencies. | Tested, on a sample basis, the ageing and existence of trade receivables to underlying invoices, installation and commissioning records, and demand/claim submissions made to the State Nodal Agencies; |
| Considering the magnitude of the amounts involved, the concentration of receivables with government counterparties and the significant judgement involved in estimating expected credit losses, we have determined this to be a key audit matter. | Since independent balance confirmations are not customarily provided by State Nodal Agencies and other government counterparties, performed alternative procedures, including testing of collections received subsequent to the year-end against outstanding balances as at March 31, 2026; |
| Assessed the historical accuracy of managements estimates by comparing allowances made in earlier periods with actual write-offs and subsequent recoveries; | |
| Evaluated managements consideration of forwardlooking factors, including the status of budgetary allocations and disbursements under the relevant government schemes, and of any deductions or disallowances raised by the counterparties; and | |
| Assessed the adequacy and appropriateness of the related disclosures in the Standalone Financial Statements, including the ageing schedule and credit risk disclosures in Notes 7 and 52. | |
| Based on the above procedures, we did not identify any material exceptions in managements assessment of the recoverability of trade receivables and the related allowance for expected credit losses. |
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 Annual Report (including the Directors Report, Management Discussion and Analysis, Corporate Governance Report), but does not include the 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.
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, 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 are 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 based on 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 controls relevant to the audit 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 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 financial controls 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the 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 written representations received from the directors as on 31st March 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Standalone Financial Statements;
g) 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 read with Schedule V to 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:
- The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note 33 to the Standalone Financial Statements.
- The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
- There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
- (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note No.60 to the Standalone Financial Statements 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 person(s) or entity(ies), 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 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, as disclosed in the Note No. 61 to the Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 performed 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.
- The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year ended March 31,2026.
- Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account for the 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 the course of 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.
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.
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 of even date)
Report on the Internal Financial Controls with reference to Standalone 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 with reference to Standalone Financial Statements of GK Energy Limited (formerly GK Energy Private Limited, GK Energy Marketers Private Limited) ("the Company") as at 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 Control
The Companys management is responsible for establishing and maintaining internal financial controls with reference to Standalone Financial Statements based on the internal control with reference to Standalone Financial Statements 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 the 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 Standalone Financial Statements of the Company 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 Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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 with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements were operating effectively as at March 31, 2026, based on the criteria for 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 Institute of Chartered Accountants of India.
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 GK Energy Limited (formerly GK Energy Private Limited, GK Energy Marketers Private Limited) on the accounts for the year ended 31st March 2026)
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:
a. i. The Company has maintained proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment.
ii. The Company has maintained proper records showing full particulars of intangible assets.
b. The Property, Plant and Equipment are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
c. The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in Note No. 3 to the Standalone Financial Statements, are held in the name of the Company.
d. The Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets does not arise.
e. Based on the information and explanations furnished to us, no proceedings have been initiated on the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its Standalone Financial Statements does not arise.
(ii) In respect of Companys Inventories:
a. The physical verification of inventory has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory and have been appropriately dealt with in the books of account.
b. As per information and examination, the Company has been sanctioned working capital limits in excess of Rs 5 crore, in aggregate, from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the Company. The details of the same are disclosed in Note 20 to the financial statements.
(iii) a. During the year, the Company has provided loans and stood guarantee to its subsidiary company as follows:
(Rs in million)
| Particulars | Loans | Guarantees |
| Aggregate amount granted/ provided during the year | ||
| - Subsidiaries | 167.05 | 130.00 |
| - Others | ||
| Balance outstanding as at balance sheet date in respect of the above cases | ||
| - Subsidiaries | - | 130.00 |
| - Others | - | - |
b. According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion, the terms and conditions of the grant of all loans during the year were prima-facie, not prejudicial to the interest of the Company.
c. In respect of loans granted or advances in the nature of loans provided by the Company, the schedule of repayment of principal and payment of interest has not been stipulated and is repayable on demand. Accordingly, the requirement to report for regularity of repayment of principal and payment of interest in respect of such loans is not applicable.
d. There are no amounts of loans and advances in the nature of loans granted by the Company which are overdue for more than ninety days.
e. There were no loans or advance in the nature of loan granted by the Company which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.
f. As disclosed in Note No. 32, to the Standalone Financial Statements, the Company has granted loans or advances in the nature of loans, either repayable on demand or without specifying any terms or year of repayment. Of these following are the details of the aggregate amount of loans or advances in the nature of loans granted to promoters or related parties as defined in clause (76) of Section 2 of the Companies Act, 2013:
(Rs in millions)
| Particulars | Related Parties | Promoters |
| Aggregate amount of loans/ advances in nature of loans Repayable on demand | 167.05 | - |
| Percentage of loans/ advances in nature of loans to the total loans | 100% | - |
(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 in respect of loans granted and guarantees provided to its wholly owned subsidiary.
(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.
(vi) The maintenance of cost records has not been specified for the activities of the Company by the Central Government under section 148(1) of the Companies Act, 2013.
(vii) In respect of statutory dues:
a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, duty of customs, value added tax, goods and services tax and other material statutory dues, as applicable, with the appropriate authorities.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2026 for a period of more than six months from the date they became payable.
b. Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2026 on account of disputes are given below:
(Rs in millions)
| Particulars | Financial Year | Forum where Dispute is Pending | Nature of Dues | Amount Involved | Amount Paid (In Protest) |
| The Central Goods and Service Tax Act, 2017 | 18-19 | Assistant Commissioner | Goods & Services Tax | 2.79 | 0 |
| The Central Goods and Service Tax Act, 2017 | 19-20 | Joint Commissioner | Goods & Services Tax | 1.69 | 0.15 |
| The Central Goods and Service Tax Act, 2017 | 19-20 | Assistant Commissioner | Goods & Services Tax | 0.38 | 0.02 |
| The Central Goods and Service Tax Act, 2017 | 25-26 | Joint Commissioner | Goods & Services Tax | 47.52 | 47.52 |
(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
(ix) In respect of its borrowings:
a. In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.
b. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
c. To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained,
d. On an overall examination of the Standalone Financial Statements of the Company, funds raised on short-term basis have, prima-facie, not been used during the period for long-term purposes by the Company.
e. The Company has not taken any funds from any entity or person for the purpose of meeting the obligations of its subsidiary.
f. Further, the Company has not raised loans during the year on the pledge of securities held in its subsidiary. Accordingly, reporting under (f) of the Order is not applicable.
(x) a. In our opinion and according to the information and explanations given to us, the Company has, during the year, raised moneys by way of an initial public offer of its equity shares aggregating to Rs 4,000.00 million by way of fresh issue (after the Pre-IPO Placement of Rs 999.99 million, which is reported under paragraph (x)(b) below). The proceeds have been applied for the objects stated in the Prospectus, namely funding the working capital requirements of the Company and general corporate purposes, other than the amounts remaining unutilised as at the balance sheet date, details of which are set out below. The unutilised amount as at the balance sheet date represents offer-related expenses remaining payable, and pending such application has been kept in fixed deposits with, and current accounts of, scheduled commercial banks. There has been no deviation or variation in the use of the IPO proceeds from the objects stated in the Prospectus, as also confirmed by the reports of the monitoring agency, CARE Ratings Limited, and reviewed by the Audit Committee of the Company.
(Rs in millions)
| Nature of fund raised | Purpose per Prospectus | Total amount raised | Amount utilised up to March 31, 2026 | Unutilised balance as at March 31, 2026 |
| Initial Public Offer (Fresh Issue) | Funding working capital requirements | 3,224.58 | 3,224.58 | - |
| General corporate purposes* | 464.85 | 464.85 | - | |
| Offer-related expenses | 310.57 | 199.89 | 110.68 | |
| Total | 4,000.00 | 3,889.32 | 110.68 |
*The company in accordance with the resolution duly passed by the IPO Committee at its meeting held on October 13,2025 and thereafter ratified by the Board of directors at its meeting held on November 14,2025, has approved, inter alia, the tax-related payments within the scope of the General Corporate Purposes.
b. According to the information and explanations given to us, the Company has utilized the funds raised by the way of preferential allotment for the purpose for which they were raised. The details of the same are as follows:
(Rs in millions)
| Nature of Securities allotted | Purpose for which funds were raised | Total amount raised | Amount utilized for other purposes | Un-utilized balance as at March 31, 2026 |
| Equity Shares | Working Capital | 999.99 | - | - |
(xi) In respect of frauds:
a. To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.
b. To the best of our knowledge, 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 period and up to the date of audit report.
c. As represented to us by the Management, there were no whistle blower complaints received by the Company during the period and upto the date of this report.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and based on the information and explanations given to us, the transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanation given to us, the company does have an internal audit system as per section 138 of the Companies Act, 2013, commensurate with the size of the Company and the nature of its business.
We have considered the internal audit report of the company issued till date for the year under audit which has highlighted no major discrepancies.
(xv) In our opinion during the period the Company has not entered any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) In respect of registration u/s 45-IA:
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 (xvi)(a) of the Order is not applicable.
b. In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the period. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company.
c. In our Opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provision for clause 3(xvi)(c) of the Order are not applicable to the Company.
d. According to the representations given to us, there is no CIC as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Therefore, the provisions of clause (xvi)(d) of the Order are not applicable to the Company.
(xvii) The Company has not incurred cash loss during the current period. Therefore, provisions of clause 3(xvii) of the Order are not applicable to the Company.
(xviii) There has been no resignation of the statutory auditors of the Company during the period.
(xix) According to the information and explanations given to us and on the basis of the financial ratios as per Note No. 59 to the Standalone Financial Statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone 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) In respect of other than ongoing projects, there are no unspent amount that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in Note No. 48 to the standalone financial statement of the company. In respect of ongoing projects, the Company has transferred the unspent CSR amount of Rs 16.57 million to a special account within a period of thirty days from the end of the financial year, in compliance with sub-section (6) of section 135 of the Act.
| For Bharat J. Rughani & Co. |
| Chartered Accountants |
| Firms Registration No: 101220W |
| Bharat Rughani |
| Partner |
| Membership No: 040543 |
| UDIN: 26040543JXYTQI5975 |
| Place: Pune |
| Date: May 13, 2026 |
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