NDA Securities Ltd Auditor Reports

To

The Members of NDA Securities Limited

Report on the Standalone Financial Statements Opinion

We have audited the standalone financial statements of NDA Securities Limited (the Company) (CIN: L74899DL1992PLC050366) , which comprise the Balance Sheet as at 31 March 2026, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policies 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 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, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 matter to be communicated in our reports.

Key Audit Matters	Our Audit Procedures with regard to Key Audit Matters
I.Revenue Recognition including Proprietary Trading Activities:	Our audit procedures related to revenue recognition included the following, among others:
The Company derives revenues primarily from stock brokerage services, mutual fund distribution commission income and depository participant services. During the year under review, the Company additionally commenced proprietary trading activities in listed and unlisted securities, resulting in recognition of income from proprietary trading activities during the year as disclosed in Notes 24 and 41 to the standalone financial statements.	I. We tested the design and operating effectiveness of controls relating to recognition of brokerage income, mutual fund commission accruals and proprietary trading income, including controls over recording of contract notes and sub-broker payouts. II. We selected samples of brokerage transactions and verified contract notes, exchange records and reconciliation of brokerage income with exchange-wise transaction data.
The Companys revenue recognition process involves multiple revenue streams and significant judgment in relation to recognition, measurement and presentation of revenue arising from proprietary trading activities.	III. For mutual fund commission income, we verified trail commission receipts with statements received from asset management companies and tested accruals recognised for commissions earned but not received as at the balance sheet date.
Specific areas of audit focus included: i. Identification of distinct performance obligations in contracts with customers, particularly where brokerage and depository participant services are rendered in an integrated arrangement ii. Appropriateness of accounting and presentation of proprietary	IV. For proprietary trading activities, we examined the accounting treatment and presentation of transactions, verified closing inventory of securities as disclosed in Note 6 to the standalone financial statements with demat statements and reconciled purchase and sale transactions with contract notes and depository records.
trading transactions on a gross basis in the financial statements iii. Completeness and accuracy of mutual fund trail commission accruals; and iv. Measurement and presentation of income arising from	V. We reconciled quarterly revenue figures reported to the Stock Exchange under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with annual revenues recognised in the standalone financial statements.
proprietary trading activities including valuation of closing inventory and determination of profit on sale of securities.	VI. Considering the diversity of revenue streams and commencement of proprietary trading activities during the year involving significant accounting and presentation considerations, revenue recognition was considered to be a key audit matter.
Key Audit Matters	Our Audit Procedures with regard to Key Audit Matters
2. Identification, Authorisation and Disclosure of Related Party	Our audit procedures related to identification, authorisation and
Transactions	disclosure of related party transactions included the following, among others:
The Company has related party transactions which include transactions with key managerial personnel and their relatives, transactions with its wholly owned subsidiary and purchase and sale of securities involving a group entity under common management control during the year.	I. We evaluated and tested the operating effectiveness of controls over identification and disclosure of related party transactions, including updating of the related party register pursuant to changes in management and Board composition during the year.
During the year, the Company entered into material transactions involving purchase and sale of unlisted securities with a related/group entity as disclosed in Note 36 to the standalone financial statements, resulting in recognition of gains on such transactions in the standalone financial statements.	II. We obtained declarations from directors, including newly appointed directors, and traced the related parties identified therein to the disclosures made in Note 36 and transactions recorded in the books of account.
The Company provided transaction documents, contract notes and supporting records in respect of transactions in unlisted securities undertaken during the year. Given the nature of unlisted securities, determination of transaction pricing involves significant management judgment and consideration of relevant valuation factors.	III. We verified Board and Audit Committee approvals for material related party transactions under Sections 177 and 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Our audit procedures included verification of the underlying transactional documentation, examination of settlement records and evaluation of the accounting treatment adopted by the management.	IV. For purchase and sale of unlisted securities, we examined transaction documents, verified recording of transactions in the books of account and settlement through banking channels, and reviewed management representations regarding the pricing basis adopted for the transactions.
	V. We assessed the adequacy of disclosures made in the standalone financial statements in accordance with Ind AS 24 and verified that inter-corporate loans advanced to the wholly-owned subsidiary, as disclosed in Note 7 to the standalone financial statements, were approved by the Board of Directors in compliance with Section 186 of the Companies Act, 2013.
Based on the audit procedures performed and the information and explanations provided to us, the transactions were found to be appropriately recorded in the books of account.
Further, the Company witnessed significant changes in management and Board composition during the year, resulting in identification and evaluation of a new set of related parties and related transactions. Considering the nature of related party transactions undertaken during the year, including strategic transactions involving unlisted securities, this matter was considered to be a key audit matter.
3. Recoverability of Impairment Assessment of Investment in Subsidiary	Our audit procedures related to recoverability of Deferred Tax Assets included the following, among others:
(a) Impairment Assessment of Investment in Subsidiaries	I. We reviewed managements impairment assessment including assumptions underlying projected future economic benefits and recoverability of the investment.
The Company holds investment in its wholly owned subsidiary, NDA Capital Advisors Private Limited, as disclosed in Note 11 to the standalone financial statements. The subsidiary has incurred losses and has accumulated losses as at March 31, 2026, as disclosed in the financial statements of the subsidiary.
	II. We evaluated supporting documents relating to proposed business expansion and revival plans and assessed whether III. indicators of impairment existed under Ind AS 36. We also evaluated the adequacy of disclosures made in the standalone financial statements
The subsidiary is presently undergoing proposed revival and expansion of business activities including proposed merchant banking operations and increase in authorised share capital. Management has assessed the recoverability of the investment considering the proposed revival plans, expected future economic benefits and continued financial support from the holding company and accordingly concluded that no impairment provision is required as at March 31, 2026.
Considering the management judgment involved in assessing future business operations, regulatory approvals and expected financial performance of the subsidiary, this matter was considered to be a key audit matter.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report, Management Discussion and Analysis, Corporate Governance Report and related annexures, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of audit, or otherwise appears to be materially misstated.

If, based on the work performed by us, we conclude that there is a material misstatement of such other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Ind AS 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 Ind AS 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and consistent 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 accuracy and completeness of accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management and the Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in 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 the Standards on Auditing, 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 and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or override of internal control.

- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during the course of our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and 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 regarding 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 such communication would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2020 (CARO 2020), issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013 (the Act), we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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 appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the 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 written representations received from the directors as on 31 March 2026 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B.

g. 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

I. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements - Refer relevant notes 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 (IEPF) by the Company during the year.

IV. - The management has represented that, to the best of its knowledge and belief, as disclosed in the relevant notes to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds, share premium or any other sources or kind of funds) by the Company to or in any person or entity, 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.

- The management has represented that, to the best of its knowledge and belief, as disclosed in the relevant notes to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

- Based on the audit procedures performed by us, nothing has come to our notice that has caused us to believe that the representations under sub-clauses (iv)(a) and (iv)(b) above contain any material misstatement.

V. The Company has not declared or paid any dividend during the year.

VI. Based on our examination of the books of account maintained by the Company and according to the information and explanations given to us, the Company has used accounting software namely Share Pro for maintaining its books of account, which has a feature of audit trail (edit log) facility wherein reports relating to changes made in transactions and master records can be generated.

Based on our examination, the audit trail feature has been operated throughout the year for recording all material transactions in the software and we did not come across any instance of material tampering of the audit trail records during the course of our audit.

For JM & ASSOCIATES Chartered Accountants Firm Registration NO. 011270N

Membership No.088327 UDIN: 26088327LKVPHQ2251 Place New Delhi Date: 29, May 2026

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 M/s NDA Securities Limited of even date)

(i) In respect of the Companys fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) According to information and explanation given to us, the Property, Plant & Equipment of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of accounts

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all immovable properties (other than properties where the company is the lessee, and the lease agreements are duly executed in favour of the lessee) including investment property are held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company hasnt revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year as the company follows Cost model.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings that have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

(ii). (a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company holds inventories of securities representing proprietary trading stock as disclosed in Note 6 to the standalone financial statements. Such inventories comprise listed and unlisted securities held as stock-in-trade. Securities held in dematerialised form have been verified by reconciling balances with statements obtained from the depository participant records. No material discrepancies were noticed on such verification.

(b) According to the information and explanations given to us, the Company has not been sanctioned working capital limits in excess of 5 crores, in aggregate, from banks or financial institutions on the basis of security of current assets during the year

(iii). The Company has granted an unsecured inter-corporate loan to its wholly owned subsidiary, NDA Capital Advisors Private Limited, during the year, as disclosed in Note 7 to the standalone financial statements. The balance outstanding as of March 31,2026, is disclosed therein.

In our opinion and according to the information and explanations given to us, the terms and conditions of the aforesaid loan are, prima facie, not prejudicial to the interest of the Company. The subsidiary is presently in the process of proposed revival and expansion of business activities, including proposed merchant banking operations, and management has represented that the loan is considered recoverable based on expected future business operations and continued financial support.

The schedule of repayment and payment of interest has been stipulated. According to the information and explanations given to us, there were no amounts overdue as at the balance sheet date. According to the information and explanations given to us, the Company has not granted loans or advances in the nature of loans to directors or parties covered under Section 185 of the Companies Act, 2013.

(iv). In our opinion and according to the information and explanations given to us, the Company has generally complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities.

(v). In our opinion and according to the information and explanations given to us, the company has not accepted any deposits and accordingly paragraph 3 (v) of the order is not applicable.

(vi). As informed to us, The Central Government has not prescribed the maintenance of cost records under Section 148 of the Companies Act, 2013 for any of the services rendered by the company

(i) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, sales- tax, service tax, Goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at March 31,2026 for a period of more than six months from the date they became Due.

(c) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax which have not been deposited on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, we confirm that we have not come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961

(ix). In our opinion and according to the information and explanations given to us and on the basis of our examination, the Company has not defaulted in repayment of loans or other borrowings to financial institutions, banks, government and dues to debenture holders or in the payment of interest thereon to any lender. According to the information and explanations given to us 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 or government or any government authority or any other lender.

The Company holds a secured overdraft facility from HDFC Bank Limited, sanctioned against fixed deposits pledged as collateral. The said facility was utilised during the year in the ordinary course of business and was fully repaid. No balance was outstanding under the loan facility as at 31 March 2026.

(ix). According to the information and explanations given to us, no term loans were raised by the Company during the year. Accordingly, the requirement to report on utilisation of term loans is not applicable. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x). The Company did not raise money by way of initial public offer or further public offer (including debt instruments) during the year. The Company has not made any preferential allotment / private placement of shares / fully / partly /optionally convertible debentures during the year.

(xi). In our opinion and according to the information and explanations given to us, there has been no fraud by the Company or any fraud on the Company that has been noticed or reported during the year. In our opinion and according to the information and explanations given to us, no report under sub-section (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government and up to the date of this report. As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii). The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order is not applicable to the Company.

(xiii). According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are generally in compliance with Sections 177 and 188 of the Companies Act, 2013, wherever applicable, and the details of such transactions have been disclosed in the standalone financial statements as required by Ind AS 24. - Related Party Disclosures.

(xiv) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business

(xv) According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. and hence provisions of section 192 of the Act, 2013 are not applicable to the Company.

(xvi) According to the information and explanations given to us and based on our examination of the records of the company, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. The Company is registered as a stockbroker and depository participant with the relevant SEBI authorities.

(xvii) The Company has not incurred 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 requirement to report on clause 3(xviii) of the order is not applicable

(xix) According to the information and explanations given to us and based on our examination of the financial ratios, ageing and expected realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements and management plans, 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 the Company is not capable of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. We further note that the Company has undertaken expansion into proprietary trading activities during the year and management has represented continued business growth and operational support for its wholly owned subsidiary, as discussed under Key Audit Matters in our report.

(xx) According to the information and explanations given to us and the records of the Company examined by us, there is no unspent amount under sub-section (5) of section 135 of Companies Act, pursuant to any project. Therefore, the provisions of clause (xx)(a) and (xx)(b) of Para 3 of the Companies (Auditors Report) Order, 2020 are not applicable to the Company

(xxi) The Company has two wholly owned subsidiaries, namely NDA Capital Advisors Private Limited and NDA Research & Technologies Private Limited. The auditors report of NDA Capital Advisors Private Limited contains observations relating to the subsidiarys current stage of business operations, continued financial support from the Holding Company and managements proposed revival and expansion plans. These matters have been considered by us while evaluating the recoverability of investment and inter-corporate loan granted to the subsidiary, as discussed under Key Audit Matters in our report. No material qualifications or adverse remarks were reported in the auditors report of NDA Research & Technologies Private Limited for the year ended March 31,2026.

For JM & ASSOCIATES Chartered Accountants Firm Registration NO. 011270N Membership No.088327 UDIN: 26088327LKVPHQ2251 Place New Delhi Date: 29, May 2026

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls under Clause ( i ) of Sub-section 3 of Section 143 of the Companies Act,2013( the Act )

We have audited the internal financial controls over financial reporting of NDA SECURITIES LIMITED (the Company) as of March 31,2026 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of NDA Securities Limited 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls for ensuring orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over the 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) 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 applicable to an audit of Internal Financial Controls and, 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 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 financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

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 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

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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorities of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an 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. During the course of our audit, no material weakness in the design or operating effectiveness of such controls was observed.

For JM & ASSOCIATES Chartered Accountants Firm Registration NO. 011270N Membership No.088327 UDIN: 26088327LKVPHQ2251 Place New Delhi