Indbank Merchant Banking Services Ltd Auditor Reports

To The Members of Indbank Merchant Banking Services Limited Report on Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Indbank Merchant Banking Services Limited (referred to as the Company) which comprises the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including other comprehensive income), Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

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 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 Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 as amended, and other accounting principles generally accepted in India, of the state of affairs of the company as at March 31, 2026, the Profit including other comprehensive income, changes in equity and its cashflows 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 Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, 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 on the financial statements.

Emphasis of Matters:

1. We draw attention to the Note No.36(ii) on litigation relating to disputed income tax demands amounting to Rs.1842.78 Lakhs, regarding the company claiming an exemption under section 10(38) (Exemption on Long-Term capital Gains from sale of Equity Shares on which the Securities Transaction Tax paid), however the income is treated has been Business income by the Assessing officer for the assessment year 2007-08 to 2009-10 for which an appeal has been filed with the Honble High Court of Madras, Provision has not been made in the accounts as the management believes, based on legal advice, that liability may not arise.

2. We draw attention to the Note No.43(ii) on lease and hire purchase receivables amounting to Rs.470.07 lakhs (12 accounts) relating to discontinued fund-based operations as at 1 April 2025. During the year, Rs.162.08 lakhs (2 accounts) written off pursuant to Board approval dated 18 March 2026, considering borrowers are dormant, inactive, liquidated or under process of liquidation. Further, additional provision of Rs.24.00 lakhs made due to uncertainty of recovery. Balance 10 accounts remain fully provided; Company has engaged professionals to evaluate recovery or write-off.

Our opinion is not modified in respect of these matters.

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 for the year ended March 31, 2026. 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.

1. Recognition of Revenue-Brokerage:

The Company earns brokerage income from execution of trades on behalf of clients across equity cash, equity derivatives segments through recognized stock exchanges.

Brokerage income is recognized upon execution of trades, based on pre-agreed rates with clients and sub-brokers, and is recorded through integrated front-office and back-office IT systems.

Given the significance of brokerage income to the financial statements, the high volume of transactions, and dependence on automated IT systems, including risks relating to accuracy, completeness, and cut-off of revenue recognition, this area was considered a Key Audit Matter.

Our audit procedures included, but were not limited to:

1. Internal Controls Testing Evaluated the design and tested operating effectiveness of controls over:

Trade execution and capture in trading systems Brokerage calculation logic (including client-specific rates) Revenue recording in the accounting system Approval and monitoring of sub-broker / authorised person arrangements

2. IT Systems and Controls

Tested IT general controls (ITGCs) over key systems, including:

User access management Change management System interfaces between trading platform and accounting software

Tested automated application controls relating to brokerage computation.

3. Substantive Audit Procedures

Selected samples of trades and:

Agreed them with contract notes issued to clients Verified trade details with exchange trade files (NSE/BSE) Recomputed brokerage based on agreed rates

4. Cut-off Testing

Examined trades executed close to year-end to ensure brokerage income is recognized in the correct accounting period.

5. Analytical Procedures

Performed analytical review of brokerage income:

Compared with prior periods Correlated with trading volumes and market trends

Information Other than the Standalone Financial Statements and Auditors Report Thereon:

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report and Management Discussion and Analysis, 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.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

As on the date of this report, the other information was not made available to us by the management. Accordingly, we are unable to comment on this matter.

Responsibility of Management for the Standalone Financial Statements:

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("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, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian 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 implementation and maintenance of 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 financial statement that give a true and fair view and are free from material misstatements, 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.

Those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibility 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 misstatements, 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:

a. Identify and assess the risks of material misstatements 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;
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(l) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether company has adequate internal financial controls system in place and the operating effectiveness of such controls;
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
d. 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;
e. 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

1. As required under the directions and sub-directions issued by the Comptroller and Auditor General of India in terms of Sub-section (5) of Section 143 of the Companies Act 2013, we are enclosing our report in "Annexure A".

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable our report thereon is enclosed as "Annexure B".

3. 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 and proper adequate;
c. The Companys Balance Sheet, the Statement of Profit and Loss (incl. Other Comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this report are in agreement with the books of accounts;
d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with The Companies (Indian Accounting Standards) Rules, 2015, as amended thereon.
e. The provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R.463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, Government of India;
f. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C". Our report expresses unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;
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: The provisions of Section 197 read with Schedule V of the Act, relating to managerial remuneration are not applicable to the Company, being a Government Company, in terms of Ministry of Corporate Affairs Notification no. G.S.R. 463 (E) dated 5th June, 2015;
h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The company has disclosed the impact of pending litigations on its financial position in its standalone financial statements- Refer Note No. 36 to the Standalone Financial Statements;
ii. The company has made provision, as required under 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, 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 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, 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,

1 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or 2 on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and C. Based on such audit procedures as considered reasonable and appropriate in these circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

v. There is no dividend paid during the year;

vi. Based on our examination carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 Edition) issued by the Institute of Chartered Accountants of India, which included test checks, except the instances mentioned below, we report that the company has used an accounting software i. "Sharepro, for maintaining its books of accounts, which has a feature of security audit log and recording audit trail (edit log) facility for all relevant transactions recorded in the software: a. The feature of recording audit trail (edit log) facility was enabled for identified database tables to log data changes for the accounting software used for maintaining the books of account. b. Security audit log was enabled in the ERP from January 2021 onwards. The feature of recording audit trail (edit log) facility of the accounting software was enabled on 01st January 2021;

Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the period, we did not come across any instance of audit trail feature being tampered with during the course of our audit. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. We have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out any standalone audit or examination of the audit trail.

1. AssthefaiulatonfalthvestmentsbthquotedandquotedmadeirectlybythCompanyorthroughTrustsforPost retirement benefits of the employees. This includes verifying valuation methodologies, ensuring consistency with Ind AS and reviewing supporting documentation. The auditor shall provide a brief note on the valuation approach, its reasonability, and compliance with applicable regulations, reporting any material deviations or misstatements. The Company has not made any investment directly in quoted or unquoted shares or through any of its trust. The company has covered the postretirement benefit i.e. gratuity through a master policy in Life Insurance Company of India. Hence Reporting in this clause shall not arise. 2. Whether the Company has a system in place to process all the accounting transactions through IT system? If yes, whether review of this system and controls that are significant to the Companies financial reporting process as well as cyber security has been done by Information Security Auditing Organisations empaneled by Cert-In at a minimum frequency of once in a year and material discrepancies found, if any, have been suitably reported? The implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications may also be reported. The Company has a system in place to process all accounting transactions through its IT system. During the year, the Company engaged an Information Security Auditing Organisation empaneled by CERT-In to review the IT systems, controls significant to financial reporting, and cyber security at a minimum frequency of once in a year. No material discrepancies were reported in the audit conducted for FY 2024-25 during the audit period under consideration. The audit for FY 2025-26 is yet to be commenced. Based on our audit procedures performed on a test-check basis, wherever accounting transactions arose outside the IT system, no instances were observed indicating any lack of integrity in the accounts or any resulting financial implications requiring reporting. 3. Whether funds (grants/ subsidy etc.) received/ receivable for specific schemes from Central/State Government or its agencies were properly accounted for as per the applicable accounting standards or norms and whether the received funds were utilised as per its terms and conditions? Whether accounting of interest earned on grants received has been done as per terms and conditions of the Grant. List the cases of deviation. No funds (grants/subsidy etc.) were received or are receivable for specific schemes from the Central/State government or its agencies during the year. Hence reporting under this clause shall not arise 4. Whether the Company has identified the key Risk areas? If yes, whether the Company has formulated any Risk Management Policy to mitigate these risks? If yes, (a) whether the Risk Management Policy has been formulated considering global best practices? (b) whether the Company has identified its data assets and whether it has been valued appropriately? a) The company has identified the key risk areas and has formulated a risk management policy to mitigate these risks. As informed by management, the policy has not been specifically benchmarked against any global framework; however, it incorporates principles considered appropriate to the companys operations and risk profile. b) The company has not identified any data assets and consequently these have not been subject to valuation. 5. Whether the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-IN, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable? If not, the cases of deviation may be highlighted. Yes, Based on the information and explanations given to us, secretarial audit report of the company (where applicable), and audit procedures carried out by us, the company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom

Regulatory Authority of India, CERT-IN, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable.

Annexure - B to the Auditors Report

Referred to in Paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of the Company of even dated

Based on the audit procedures performed and information and explanations given to us, we report that:

I.In respect of the Companys Property, Plant and Equipment,

a.The company has maintained proper records showing full particulars w.r.t

A.Property, Plant and Equipment including quantitative details and situation thereon and relevant details of right-of-use assets; B.Intangible Assets;

b.As Explained to us, the Property Plant and Equipment are physically verified by the management according to a phased programme designed to cover all the assets in a year, which in our opinion is reasonable having regard to size of the company and its nature of its asset. The Physical verification of Property Plant and Equipment have been conducted by the management during the year. According to Information and Explanation given to us there is no material discrepancies were noticed during physical verification. c.The company has clear title deeds of immovable properties held in its name. d.During the year, the company has not revalued its Property, Plant and Equipment (Inc. Investment Properties) or Intangible Assets or both. Accordingly reporting under this clause does not arise.

e.The Company does not hold any benami property. Accordingly, reporting under this clause does not arise.

ii.In respect of the Inventories:

a.The Company is in the business of providing broking Depository Participant Services and Merchant banking services and does not hold any physical inventories. Accordingly, reporting under clause 3(i) of the order is not applicable to the Company b.The Company has not been sanctioned working capital limits more than Rs.5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(i)(b) of the Order is not applicable

ii.a.The company has not provided any loans or advances in the nature of loans or stood guarantee or provide security to any other entity during the year. Hence reporting under this clause is not applicable.

b.The investments made prima facie, are not prejudicial to the companys interest. The company has not provided any guarantees and loan to any parties and hence reporting under clause 3(ii)(b),3(ii)(c),3(ii)(d),3(ii)(e) and 3(ii)(f) of the order is not applicable.

iv.The company has complied with the provisions of section 185 and 186 of the Companies Act 2013 in respect of loans granted investments made and guarantees and securities provided, as applicable.

v.The company has not accepted any deposits from the public, hence the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 and the rules framed there under, are not applicable.

vi.The Maintenance of cost records has not been specified by the central government under sub-section (1) of section 148 of Companies Act, 2013 for the business activities carried out by the company. Hence reporting is not applicable in this clause.

1. In respect of statutory dues:

a. The company is generally been regular in depositing undisputed applicable statutory dues including provident fund, employees state insurance, income-tax, sales tax, and service tax, duty of customs, duty of excise, GST, cess and any other statutory dues applicable to it with the appropriate authorities;

There were no outstanding of aforesaid statutory dues as on March 31, 2026 for a period of more than six months from the date they became payable.

b. There were no dues of GST, Income Tax, value added tax, duty of customs, duty of excise and cess which have not been deposited on account of any dispute except in the cases tabled below

Name of the Statute	Nature of Dues	Disputed dues (Rs in lakhs)	Paid under Protest / Adjusted (Rs. in Lakhs)	Balance (Rs in Lakhs)	Period which it relates	Forum where the dispute is pending
Income Tax act, 1961	Income tax and interest	617.47	88.61	528.86	2007-08	High court – Madras
	Income tax and interest	1129.05	282.92	846.13	2008-09	High court – Madras
	Income tax and interest	96.27	-	96.27	2009-10	High court – Madras
	Income tax and interest	24.80	-	24.80	2014-15	Awaiting re-computation of the Income tax demand-based on Rectification petition filled.
	Income tax and interest	115.02	-	115.02	1992-93	Awaiting re-computation of the Income tax demand based on the Appellate Tribunal order.
Sales tax and VAT Laws	Income Tax and Interest	32.13	-	32.13	1998-99	Rectification Proceeding pending before the Income Tax department.
	Sales tax/ Additional Sales tax, Penalty and Interest	14.20	-	14.20	1998-99	Commercial Tax Officer Tamil Nadu
	Sales tax/ Additional Sales tax, Penalty and Interest	12.05	-	12.05	1995-96	Commercial Tax Officer Tamil Nadu
Goods and Service tax	Excess Input tax	6.35	0.07	6.28	2018-19	Appellate Deputy Commissioner (ST)(GST)
		10.91	0.30	10.61	2019-20	Appellate Deputy Commissioner (ST)(GST)
		0.11	0.01	0.10	2020-21	Appellate Deputy Commissioner (ST)(GST)
		19.76	2.00	17.76	2021-22	Appellate Deputy Commissioner (ST)(GST)

iii. We have not come across any transactions that are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. Hence, the recording of unrecorded income in the books of accounts does not arise.

ix.

a. The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender (ie., banks, financial institutions, Government and other lenders).
b. To the extent of our knowledge, the company has not been declared willful defaulter by any bank or financial institution or government or any government authorities.

1. The company has not availed any term loans during the year. Accordingly, reporting for this clause does not arise. d. On overall examination of the financial statements of the company during the year funds raised on short term basis have prima facie not been used for long term purpose by the company. e. The Company does not have any subsidiary, associate or joint venture. Hence reporting under this clause is not applicable. Further, the company does not have any associates or joint ventures.

X.

a. The Company has not raised money by way of initial public offer or further public offer (including debt instrument) during the year. Accordingly, reporting under this clause does not arise.
b. During the year, company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, reporting under this clause is not applicable to the company.

xi. To the best of our knowledge,

a. No fraud by the company or on the company has been noticed or reported during the year.
b. No report has been filed by us or the predecessor auditors of the company or cost auditors secretarial auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government in accordance with section 143(12) of the Companies Act, 2013 during the year and upto the date of issuance of this report.
c. As represented to us by the management, there are no whistle blower complaints received by the company during the year.

xi. The company is not a Nidhi company. Hence, the reporting under the provisions of clause (xii) (a), (b) and (c) of the order are not applicable.

xii. In our opinion, all the related party transactions during the financial year are in compliance with Section 177 and 188 of Companies Act, 2013 and the details of the said transactions have been disclosed appropriately in the standalone financial statements in accordance with applicable Ind AS.

xiv. a. In our opinion and based on our examination, the company has adequate internal audit system to commensurate the size of the company, b. We have obtained the internal audit reports for the period under audit on a timely manner and duly considered by us, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion, the company has not entered into any non-cash transactions with directors or persons connected with its directors during the year and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the company.

xvi. The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1935.

Accordingly, the reporting under the provisions of clause (xvi) (b) and (c) of the order does not arise.

Further, in our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under this clause is not applicable to the company.

xvii. The company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly reporting under this clause does not arise.

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 of the company, our knowledge of the Board of Directors and management plans and based on our examination of the evidences 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.

1. With regard to Corporate Social Responsibility obligation of the company, In our opinion:

a. there are no unspent amount in respect of other than ongoing projects, required to be transferred to the Funds specified in Schedule VII to the Companies Act, 2013 within a period of six months of the expiry of the financial year in compliance with second proviso to subsection (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.
b. there are no amount remaining unspent to the extent of its statutory obligation, in respect of ongoing projects. Further, the company is not required to transferred the amount remaining unspent in respect of ongoing projects, to a Special Account as permitted under the sub-section (6) of section 135 of the Act.

x. The reporting under this clause is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of this clause has been included in this report.

Annexure - C to the Auditors Report

Referred to in Paragraph 3(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of the Company of even dated.

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 Financials Controls over Financial Reporting of Indbank Merchant Banking Services Limited (referred to as the "Company") for the year ended March 31, 2026, in conjunction with our audit of the Standalone Financial Statements of the company.

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 over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note") issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal 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 us for our audit opinion on the companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal financial control over financial reporting includes those policies and procedures that:

a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b. 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
c. 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 over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has in all material respects, maintains adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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.

UDIN: 26207896XSXJD5588

Place: Chennai

Date: 20.04.2026

B.Hariharan Partner Membership No :207896