KDDL Ltd Auditor Reports

To the Members of KDDL Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of KDDL Limited (‘the Company), which comprise the Standalone Balance Sheet as at 31st March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone 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.

2. 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 (‘Ind AS) specified 133 of the Act read with the Companies (Indian section Accounting Standards) principles generally accepted in India, of the state of affairs of the Company as at 31st March 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified Our responsibilitiesunder those standards are further described in the AuditorsResponsibilitiesfor 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 thestandalonefinancialstatements under the provisions of the Act and the rules thereunder, other ethicalresponsibilitiesin andwe have fulfilled accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the under standalone financial statements matters were addressed in the context of our audit of the Rules, 2015 and other accounting standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How our audit addressed the key audit matters
Capitalisation of Property, Plant and Equipment-
Refer notes 2.2(c) for material accounting policy information and note 3, 51 and 54 to the standalone financial statements in relation to property, plant and equipment (PPE).	Our audit procedures included, but were not limited to, the following:
During the current year, the Company has capitalised capital expenditure of ? 2,978 lacs with respect to setting up of two new production facilities i.e., manufacturing watch bracelets at Karnataka and packaging watch accessories at Haryana, comprising 22.31% of gross carrying value of total Property, Plant and Equipment (PPE) as at 31st March 2025.	- Obtained an understanding of the business process relating to capitalisation of PPE and assessed the appropriateness of the accounting policy adopted by the Company in accordance with Ind AS 16;
Such capital expenditure includes purchase costs and other costs including overheads directly attributable for bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management, which have been capitalised under various classes of PPE in accordance with the principles of Ind AS 16, Property, Plant and Equipment (Ind AS 16).	- Evaluated the design and tested operating effectiveness of key internal financial controls with respect to the capitalisation of PPE;
The above non-recurring event for the Company required significant management efforts and judgement to identify costs that meet the recognition criteria under Ind AS 16, determine timing of capitalisation, classification of PPE under various classes, estimate useful lives and assign residual values to such capitalised items.	- Tested the additions made to PPE on a sample basis by checking underlying supporting documents such as invoices, goods received notes (GRNs), material receipt forms, etc. to ensure such items are recorded accurately with correct amount, in the correct class of PPE and in the correct period;
The aforesaid capitalisation is a significant non-recurring event for the year and accounting for the same has been identified as a significant risk for our audit that required significant auditor attention and efforts. Considering the magnitude of capital expenditure incurred and the significant efforts and judgement involved, we have determined this matter to be a key audit matter for the current year audit.	- Obtained the completion/installation certificate provided by the technical team to determine appropriateness of timing of capitalisation;
	- In respect to allocated overheads, checked the reasonableness and appropriateness of such allocation;
	- Assessed the appropriateness of useful economic lives and residual values with reference to the Companys historical experience, technical evaluation, requirements of Schedule II of the Companies Act, 2013 and our understanding of the Companys business; and
	- Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
Impairment assessment of investments, loans and other balances receivable from its subsidiaries
Refer note 2.2(b) for material accounting policy information and note 5, 6, 46(a) and 46(b) in notes forming part of standalone financial statements in relation to investments, loans and other balances receivable from its subsidiaries.	Our audit procedures included, but were not limited to, the following:
As at 31st March 2025, the Company has investments in subsidiaries of ? 4,204 lacs, net of provision for impairment of ? 2,246 lacs and loans given to and other receivables from the subsidiaries aggregates to ? 5,486 lacs. Such investments, loans and other receivable together constitutes 10.09% of the total assets of the Company.	• Obtained an understanding of the managements process for identification of impairment indicators for investments, loans and other balance receivable and impairment testing in accordance with Ind AS 36 and Ind AS 109 and evaluated the design and tested the operating effectiveness of key internal financial controls relating to such process;
At each period end, the management reviews whether any impairment indicators exist in the carrying amount of investments, loans and other balance receivable, in accordance with the requirements of Ind AS 36, "Impairment of Assets" (Ind AS 36), and Ind AS 109, "Financial instruments" (Ind AS 109), as applicable.	• Evaluated the Companys accounting policies with respect to impairment assessment and assessed its compliance with the requirements of Ind AS 36 and Ind AS 109;
As at 31st March 2025, the net carrying amount of investment in a subsidiary was higher than their net worth, which has been identified as an impairment indicator by the management. Accordingly, management has performed impairment test by determining the recoverable amount of aforesaid balances from such subsidiaries using the Discounted Cash Flow (DCF) valuation model, which requires significant estimation and judgement around assumptions used such as projections of future cash flows, growth rates and discount rates applied etc. Changes to these assumptions could lead to material changes in estimated recoverable amounts, resulting in either additional impairment or reversals of impairment taken in prior years.	• Obtained the managements assessment on impairment indicators around the recoverability of investments, loans and other balances receivable from subsidiaries and tested the mathematical accuracy of the underlying calculations and traced such information to source financial information relating to subsidiary companies;
Considering the materiality and significance of the amount involved and significant estimates and judgement involved in assumptions used for the computation of the recoverable amount, we have determined this matter to be a key audit matter for the current year audit.	• For cases where impairment indicators are present, obtained the impairment assessment working performed by the managements expert and tested the arithmetical accuracy of valuation model and traced the future cash flow projections used in such impairment assessment with the approved business plans;
Impairment assessment of investments, loans and other balances receivable from its subsidiaries	• Assessed the professional competence, objectivity and capabilities of the valuation expert used by the management for determining recoverable amount;
	• Evaluated and challenged the forecasted cash flows of subsidiaries based on our knowledge of the business and the markets in which they operate and assessed the comparability of the forecasts with historical information;
	• Performed sensitivity analysis of the key assumptions, including the growth rates and discount rate applied in determining the recoverable amount to evaluate the possible variation on the current recoverable amount;
	• Reviewed the regularity of repayment of principal and payments of interest as per terms of the agreement relating to loans given to the subsidiary companies; and
	• Evaluated the appropriateness and adequacy of disclosures given in the standalone financial statements in accordance with applicable accounting standards.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

6. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report. for the Audit of the

Our opinion on the standalone financial statements cover the other information and we will not express of assurance conclusion thereon.

In connection with our audit of the standalone 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 financialstatements or our knowledge obtained in the 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.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL

STATEMENTS

7. The accompanying standalone financial been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section134(5) of the Act with respect to the preparation and presentation of these standalone financialstatements that give a true and fair view of the financialposition, financial comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other generally accepted in India. 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; selectionand 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 financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Standalone Auditors Responsibilities doesnot Financial Statements form

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a financial 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 Standards on Auditing 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 11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also: statements have 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 for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for performance including other one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, accounting principles the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to 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 Board of Directors 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 drawattention 143(11) of the Act we give in in ourauditorsreporttothe related the Annexure disclosures in the standalonefinancial statements or, if in paragraphs 3 and 4 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 Companytoceasetocontinueasa

Evaluate the overall presentation, structure and content of the standalone financial disclosures, and whether the standalone financial statements represent the underlying transactions events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficienciesin internal control that we identify during our audit.

13. 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.

14. 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 about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

15. The standalone financial statements of the Company for the year ended 31st March 2024 were audited by the predecessor auditor, S.R. Batliboi & Co. LLP, CharteredAccountants,whohave finan expressed unmodifiedopiniononthosestandalone statements vide their audit report dated 14th May 2024.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions statements, has disclosed of and limits laid down under section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of section I a statement on the matters specified of the Order, to the extent applicable.

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that: a)andWe have sought and obtained all the information explanations which to the best of our knowledge and statements, including the belief were necessary for the purpose of our audit of the accompanying standalone financial statements; and b) Except for the matters stated in paragraph 18(h)(vi) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required by law audit findings, have been kept by the Company so far as it appears from our examination of those books; c) The standalone financial report are in agreement with the books of account; d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified 133 of the Act; e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified 31^st March 2025 from being appointed as a director in terms of section 164(2) of the Act; f) The qualific ation relating to the maintenance of accounts and other matters connected precludespublicdisclosure therewith are as stated in paragraph 18(b) above on reporting under section below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31st March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; 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, as detailed in Note 36 to the standalone financial

139 the impact of pending litigations on its financial position as at 31st March 2025; ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 2025; ial statements, the Board iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March 2025; iv. a. The management has represented that, to the best of its knowledge and belief, other than as disclosed in Note 45(5) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreignentities(‘the 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 whatsoever by or on behalf of the Company (‘the guarantee, security or the like on behalf the

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 45(6) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreignentities(‘the 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 identified or entities whatsoever by or on behalf of the Funding provide Party (‘Ultimate Beneficiaries) any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement. v. a) The final dividend paid by the Company during the year ended 31st March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. b) As stated in Note 35(ii) to the accompanying standalone of Directors of the Company have proposed final dividend for the year ended 31 st March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section to the extent it applies to declarationof dividend. vi. As stated in Note 46(c) to the standalone financial which statements and based on our examination included test checks, except for instances/ matters mentioned below, the Company, in respect of financial year commencing on 1 April 2024, has used an accountingsoftware for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been 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 audit trail feature being tampered with other than the consequential impact of the exception given below. Furthermore, except for instances/ matters mentioned below, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

Nature of exception noted	Details of Exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.	The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of all accounting records by the Company.

ANNEXURE I REFERRED TO IN PARAGRAPH 17 OF THE INDEPENDENT AUDITORS REPORT OF EVEN

DATE TO THE MEMBERS OF KDDL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED

31 ^ST MARCH 2025

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 report that: (i) (a) (A) The Company has maintained proper records showing full particulars, details and situation of property, plant and equipment, capital work in progress, investment property and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets. (b) The Company has a regular programme of physical verification of its property, plant and equipment, capital work in progress and relevant details of right-of-use assets under which the assets are physically verified in a phased manner 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. In accordance with this programme, certain property, plant and equipment, capital work in progress and including quantitative relevant details of right-of-use assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties including investment properties held by the Company (other than properties where the Company is a lessee), disclosed in Note 3 to the standalone financial statements, held in the name of the Company. For properties where the Company is a lessee, the lease arrangements have been duly executed in favour of the Company except in following cases:

Description of property	Right- of-Use Asset Value (Rs.)	Location	Details of Lessor	Period held	Reason for non-execution of lease agreement
Land	5,67,000	Parwanoo, Himachal Pradesh	M/s Himanchal Fine Blanks Limited	12-13 years	Company is in process of completingformalities for transferring the title deed in its own name. Currently, the lease agreement is in the name of M/s Himanchal Fine Blanks Limited which got amalgamated with the Company in January 2013.

(d) The Company has not revalued its property, plant and equipment including right-of-use assets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records. In respect of goods-intransit, these have been confirmed from corresponding receipt and/or dispatch inventory records. (b) As disclosed in Note 17 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of Rs. 5 crores by banks based on the security of current assets. The quarterly statements, in respect of the working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company for the respective periods, which were subject to audit/review.

(iii) The Company has not provided guarantee or security or granted any advances in the nature of loans to companies, firms and limited liability partnerships during the year. Further, the Company has made investments in, and granted unsecured loans to companies, firms, or any other parties during the year, in respect of which: (a) The Company has provided loans to others during the year as per details given below:

Particulars	Loans
Aggregate amount provided during the year (Rs.):	204.69
- Others (Employees)
Balance outstanding as at balance sheet date (Rs.):	317.18
- Others (Employees)

(b)andIn our opinion, and according to the information explanations given to us, the investments made, guarantees provided and terms and conditions of the grant of all loans and guarantees provided are, prima facie, not prejudicial to the interest of the Company. Further, the Company has not given any security or granted any advances in the nature of loans during the year.

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

(d) There is no overdue amount in respect of loans granted to such other parties.

(e) The Company has not granted any loans or advances in the nature of loans which has fallen due during the year. Further, no fresh loans were granted to any party on account of any dispute to settle the overdue loans/advances in nature of loan that existed as at the beginning of the year. (f) The Company has not granted any loans or advances in the nature of loans, which are repayable on demand or without specifying any terms or period of repayment. (iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 of the Act in of loans and investments made and guarantees and security provided by it, as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India (‘the RBI), the provisions of sections 73 to 76 or other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted or amounts which have been considered as deemed deposit. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or RBI or any Court or any other Tribunal, in this regard. maintenance of cost (vi) TheCentralGovernment has specified records under sub-section (1) of section 148 of the Act only the Company. For such inrespectofspecified products, we have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under the aforesaid section, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) In our opinion and according to the information and explanations given to us, undisputed statutory including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited Company, with the appropriate authorities though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities except for those reported in I-A.

(viii) According to the information and explanations given to us, we report that no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts. (ix) (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender. (b) According to the information and explanations to us including confirmationsreceived from banks and representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution government or any government authority. (c) In our opinion and according to the information explanationsgiven to us, money raised by way of term loans were applied for the purposes for which these were obtained. (d) In our opinion and according to the information and explanations given to us, the Company has not raised any funds on short term basis during the year. Accordingly, reporting under clause 3(ix)(d) of the Order is not applicable to the Company.

(e) In our opinion and according to the information and explanations given to us and on an overall examination of the financialstatements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) In our opinion and according to the information and dues explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries.

(x) (a) The Company has not raised any money by way of initial instruments), during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares convertible debentures or(fully, partially or optionally) during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by year as the Company or no fraud on the Company has been noticed of the audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub- 143 of the Act has been filed by section the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit. (c) given According to the information and explanations to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the existing at the date of balance sheet as and year. (xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions falling due within a period of enteredintoby are in compliance with Companywiththe related parties sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party (Indian Accounting Disclosures specified Standards) Rules2015asprescribedundersection133 of the Act.

(xiv) (a) In our opinion and according to the informationand (6) of explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reportingunder clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act 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, 1934. Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company,theGroup(asdefinedin Core Investment Companies (ReserveBank)Directions,2016) does not have any CIC.

(xvii) The Company has not incurred any cash losses in the current as the immediately preceding financial financial year. or reported during the period covered by our statutory auditors (xviii)Therehas been no resignation during the year. Accordingly, reportingunder clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting theassumptions,nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its when liabilities 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 under that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any one assurance that all liabilities year from the balance sheet date, will get discharged by the company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, the Company has transferred the remaining unspent amounts towards Corporate Social Responsibility (CSR) under sub-section (5) the Act, in respect of ongoing project, within a period of 30 days from the end of financialyear to a special account in compliance with the provision of sub-section 135 of the Act (xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

ANNEXURE II TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF KDDL

LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ^ST MARCH 2025

INDEPENDENT AUDITORS REPORT ON THE INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (‘THE ACT)

1. In conjunction with our audit of the standalone financial statements of KDDL Limited (‘the Company) as at and for the year ended 31st March 2025, we have audited the internal financial controls with reference to standalone financial statements of the Company as at that date. and the

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR INTERNAL FINANCIAL CONTROLS

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements established by the Company considering the essential components of internal controlstatedinthe of the assets of the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI) ("the Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating efficient conduct of the Companys 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 required under the Act.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE of

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

STANDALONE FINANCIAL STATEMENTS

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. 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 were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial and their operating financial controls with reference to standalone financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. 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

6. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability preparation of standalone of financial reporting financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financialstatements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions (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 formanagementensuring the orderly and directorsand 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. information, as

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

7. financial Because of the inherent limitations 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 financialcontrols with reference to by standalone financial statements to future periods are subject to the risk that the internal financialcontrols 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

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such controls were operating effectively as at 31 st March 2025, based on the internal control over financial reporting the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. statements . Our audit of internal

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.:001076N/N500013
	Rohit Arora
	Partner
Place: Gurugram	Membership No.: 504774
Date: 19th May 2025	UDIN: 25504774BMIDMC4661