ICDS Ltd Auditor Reports

TO THE MEMBERS OF ICDS LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of ICDS LIMITED (‘the Company), which comprise the Standalone Balance sheet as at March 31,

2025, the standalone Statement of Profit and Loss (including

Other Comprehensive Income), standalone Statement of changes in equity and standalone Statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, 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 March 31, 2025, its profit (including other comprehensive income), changes in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing

(SAs) 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 (ICAI) 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 ICAIs Code of Ethics. We believe that the audit evidence we have obtained is a basis for our audit opinion on the Standalone Financial

Statements. for ensuring the

Key Audit Matters

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 other information. The other information comprises the information included in Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Corporate Governance report, Shareholder Information but does not include the standalone financial statements and our auditors report thereon. The report containing the other information is expected to be made available to us after the date of this auditors 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 the report containing other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. 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 including other comprehensive income, changes in equity and cash flows accordance with the accounting principles generally accepted in India, including the accounting Standards 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; andappropriate toprovide design, implementation and maintenance of adequate internal financial controls, that were operating effectively and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement 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 management and 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 Board of Director 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 highlevelofassurance, We consider but is not a guarantee that an audit conducted in accordance with Standard on Auditing (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 influencethe economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient 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 auditof Registration of Non- 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 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. 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 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 the Companies (Auditors Report) Order,

2020 (‘the Order) issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the andappropriatetoprovideabasisforour

Act, we give in the ‘Annexure A, a statement on the matters specifiedin the paragraph 3 and 4 of the Order, to the extent applicable.

2. The Non-Banking Financial Companies Auditors Report

(Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) is not reported, in view of the cancellation of Certificate

Financial Company by the Reserve Bank of India on

October 9, 2002.

3. 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 including Other Comprehensive Income, the

Statement of Changes in Equity, the statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account; d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting standards 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, 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164

(2) of the Act; f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B; 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 according to the information and explanations given to us, the Company has not paid any remuneration to its Directors during the year and accordingly reporting in accordance with the requirements of Section 197(16) of the Act is not required. 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, 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 to the extent quantifiablein its standalone financial statements Refer Note No. 30 to the standalone financial statements; ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; iv. a) Management has represented to us that, to the best of its knowledge and belief, (other than as disclosed in the notes to the accounts) 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, 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) Management has represented to us that, to the best of its knowledge and belief, (other than as disclosed in the notes to the accounts) 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, 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 our audit procedures conducted that are considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representation given by the management as mentioned above under paragraph (3)(h)(iv) (a)

& (b) contain any material misstatement. v. The Company has neither declared nor paid any dividend during the year. vi. As stated in Note 34 to the standalone financial statements and based on our examination which included test checks, the Company, with effect from November 22, 2024 has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated from

November 22, 2024 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with respect of the accounting software where such feature is enabled and logs maintained. The audit trail feature has been preserved by the Company as per the statutory requirements for record retention from the date the audit trail was enabled for the accounting software.

for CHATURVEDI & SHAH LLP

Chartered Accountants

Firm Registration Number : 101720W/W100355

Sd/-

Lalit R Mhalsekar

Partner

Membership Number: 103418 UDIN: 25103418BMJEMS8893 Place: Mumbai Date: May 27, 2025

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of ICDS 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) a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and

Equipment.

(B) The Company does not have any intangible asset and accordingly Paragraph 3 (i)(a) (B) of the Order is not applicable to the company. b) Property, Plant and Equipment have been physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanation given to us, no material discrepancies were 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 favor of the lessee) disclosed in the financial statement are held in the name of the Company. d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions

(Prohibition) Act, 1988 and rules made thereunder. ii) a) The company does not carry any inventories at any time during the year. Therefore, Paragraph 3 (ii)(a) of the Order is not applicable to the company. b) The Company has not been sanctioned working capital in excess of five crore rupees, in aggregate the basis from Banks/financial security of current assets. Hence reporting under Paragraph 3 (ii) (b) of the Order is not applicable. iii) The Company during the year has granted interest bearing unsecured loans to bodies corporate and has not made investments in, provided any guarantee or security to companies, firms, limited liability partnerships or any other parties, in respect of which:

(a) As per the information and explanation given to us and on the basis of our examination of the records of the Company, we state that the:

(A) The Company has not provided loans or advances in the nature of loans, guarantees or security to subsidiaries, joint ventures, and associates.

(B) Details of loans granted to parties other than subsidiaries, joint ventures and associates:

	Aggregate	Balance outstanding
Nature of	amount of loans	as at balance sheet
parties	granted during	date in respect of
	the year	loans granted
Other Body Corporate	50,000 thousand	50,000 thousand
Employees	46 thousand	108 thousand

security to parties other than subsidiaries, joint ventures, and associates.

(b) In our opinion , the terms and conditions on which the loans have been granted, during the year are, prima facie, not prejudicial to the companys interest. The Company, during the year has not made any investments and provided guarantees or security to parties.

(c) In respect of the loans granted, the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular.

(d) In respect of the loans granted by the Company, there were no overdue amount remaining outstanding at the year-end for more than ninety days.

(e) There were no loans which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) The Company has not granted any loans either repayable on demand or without specifying any terms or period of repayment, hence requirement of paragraph 3 (iii) (f) is not applicable. iv) The Company has not given any loans, made investment, guarantees and security to the parties covered under section 185 of the Act. The Company has complied with the provision of Section 186 of the Act in respect of investment made or loans or guarantee or security provided to the parties covered under Section 186 of the Act.

v) The Company has not accepted any deposits from public after the enactment of this Act and accordingly Sections 73 to 76 of the Act and the Companies

(Acceptance of Deposits) Rules, 2014 (as amended) are not applicable to the Company. There are no orders from Company Law Board or National Company Law

Tribunal or Reserve Bank of India or any Court or any other Tribunal. vi) The maintenance of cost records has not been specified by the Central Government under sub section (1) of Section 148 of the Act for the business activities carried out by the Company. Hence reporting under Clause 3(vi) of the Order is not applicable to the

Company. vii) a) In our opinion, during the year the Company has been generally regular in depositing the undisputed statutory dues including goods and services tax, provident fund, employee state insurance, income-tax, professional tax, cess and other material statutory dues applicable to it with the appropriate authorities.

No undisputed statutory dues were outstanding, at the year end, for a period of more than six months. b) There are no statutory dues referred to in subclause (a) which have not been deposited on account of any dispute. viii) There are 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) a) The Company has not defaulted in repayment of loans or in the payment of interest thereon to any banks. b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence requirement of paragraph 3(ix)(c) of the Order is not applicable to the Company. d) On an overall examination of the standalone financial statements of the Company, we report that, prima facie, no funds raised on short-term basis have been used during the year for long-term purposes by the Company. of registration had been e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures hence requirement of paragraph 3(ix)(e) of the Order is not applicable to the Company.

f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies hence requirement of paragraph 3(ix)(f) of the Order is not applicable to the Company. x) a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) hence requirement of paragraph 3(x)(a) of the Order is not applicable to the

Company. 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. xi) a) No fraud by the Company or on the Company has been noticed or reported during the year. b) No report under sub-section 12 of section 143 of the Act has been filed by auditors in Form ADT-4 as prescribed under Rule 13 of Companies

(Audit and Auditors) Rules, 2014 with the Central

Government, during the year and up to the date of this report. c) There are no whistle blower complaints received by the Company during the year. xii) The Company is not a Nidhi Company. Accordingly, paragraph 3(xii)(a) to (c) of the Order is not applicable. xiii) In our opinion, the Company is in compliance with sections 177 and 188 of the Act, with respect to applicable transactions with the related parties and details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. xiv) a) The Company has adequate internal audit system commensurate with the size and nature of its business. b) We have reviewed and considered the reports of the Internal Auditors for the period under audit. xv) In our opinion, the Company has not entered into any non-cash transactions with directors or persons connected to its directors as referred to in Section 192 of the Act. xvi) a) The Company was registered as Non-Banking Financial Company (NBFC) under the provisions of the Reserve Bank of India (RBI) Act, 1934 and the certificate by the RBI vide its order dated October 9, 2002. b) The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year as per the Reserve bank of India

Act 1934.

c) The Company is not a Core Investment Company

(CIC) as defined in the regulations made by the Reserve Bank of India. d) The Group has no companies as Core Investment Companies (CICs) as part of the Group as per the definition of Group contained in the Core

Investment Companies (Reserve Bank) Directions, 2016 and accordingly the reporting under clause (xvi) (d) of the Order is not applicable. xvii) The Company has not incurred any cash losses in the financial year and immediately preceding financial year.

xviii) There has been no resignation of the statutory auditors during the year. Accordingly, paragraph 3(xviii) of the Order is not applicable.

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, our knowledge of the Board of Directors and management plans and based on our review 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 is not liable to spend on Corporate Social responsibility for the year under audit in terms of the section 135 of the Act, hence reporting requirement under Paragraph 3 (xx) (a) and (b) of the

Order are not applicable to the Company.

xxi) The reporting under Paragraph 3(xxi)of the Order is not applicable in respect of audit of standalone financial statement of the Company. Accordingly, no comment has been included in respect of said clause under this report.

for CHATURVEDI & SHAH LLP

Chartered Accountants

Firm Registration Number : 101720W/W100355

Sd/-

Lalit R Mhalsekar

Partner

Membership Number: 103418 UDIN: 25103418BMJEMS8893

Place : Mumbai

Date : May 27, 2025

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in Paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of ICDS Limited 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) for ensuring the We have audited the internal financial controls with reference to standalone financial statement of ICDS LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements 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 and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to standalone financial statement 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 Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statement. 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 statement were established and maintained and 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 statement and their operating effectiveness. Our audit of financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statement, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the 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 haveas at March 31,obtained is sufficient 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 standalone financial statement is a process designed 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 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 statement, 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, maintained adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to financial statements were operating effectively based on the internal controls over financial reporting criteria and appropriate to provide a basis for our audit established by the Company considering the essential components of internal control stated in the Guidance Note of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for CHATURVEDI & SHAH LLP

Chartered Accountants

Firm Registration Number: 101720W/W100355

Sd/-

Lalit R Mhalsekar

Partner

Membership Number: 103418 UDIN: 25103418BMJEMS8893

Place : Mumbai Date : May 27, 2025