To
The Members of
Novateor Research Laboratories Ltd
[CIN: L24230GJ2011PLC064731]
Ahmedabad
Report on the Audit of the Financial Statements
Qualified Opinion
We have audited the accompanying Financial Statements of Novateor Research Laboratories Ltd (the "Company"), which comprise the Balance Sheet as at March 31, 2026, Statement Of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements, including a summary of Significant Accounting Policies and other Explanatory Information (hereinafter referred to as the "Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, the profit and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. AS - 2 Valuation of Inventories has not been followed. The technical valuation claimed by company is not quantifiable. Hence, we are not in a position to quantify the effect on the profit and loss account and balance sheet.
2. AS - 9 Revenue Recognition has not been followed. Interest incomes are not realized and are under legal / non- legal dispute.
3. AS -15 Employee Benefits has not been followed. Provision for gratuity is not recorded in the books of accounts as the company recognizes the post-employment and other long term employee benefits expense in the year in which it is crystallized. This deviation of the accounting policy is not disclosed as per AS - 1 Disclosure of Accounting Policies. The extent of non-compliance in terms of value is not ascertainable.
4. AS - 17 Segment Reporting has not been followed. The company has not identified or reported any segment information as required by this accounting standard.
GST turnover aggregating to Rs. 9.83 lakhs is under reconciliation with the books of account. Further, GST purchase records are also not fully reconciled with the corresponding purchases recorded in the books of account.
We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements.
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 for the financial year ended March 31, 2026. 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. In addition to the matter described in the "Basis for Qualified Opinion" section, we have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Financial Statements.
| NO Key Audit Matter | Auditors Response |
| 1 Valuation of Inventories: | |
| As at the reporting date, the Company had significant inventories comprising raw materials and finished goods. Inventories are required to be carried at the lower of cost and net realisable value in accordance with the applicable financial reporting framework. | Obtained an understanding of the Companys processes and controls for inventory valuation, including the identification and assessment of slow-moving and obsolete inventories. |
| The valuation of inventories was considered to be a Key Audit Matter due to the significance of the inventory balance to the financial statements and the judgment involved in determining the net realisable value of inventories. The assessment of net realisable value requires consideration of factors such as the age and condition of inventories, their expected selling prices, prevailing market conditions and the estimated costs necessary to complete and sell the inventories. | Reviewed inventory ageing and movement reports to identify slow-moving and obsolete inventories and assessed managements evaluation of their recoverability. |
| Evaluated the adequacy of the related disclosures in the financial statements. | |
| Considering the limitations in obtaining sufficient appropriate audit evidence regarding inventory valuation and the resulting impact on our audit opinion, as described in the Basis for Qualified Opinion section. | |
| 2 Recognition and Recoverability of Accrued Interest Income | |
| The Company has recognized interest income on certain loans and advances on an accrual basis during the year. However, the related interest amounts remained unrealized as at the reporting date. The recognition and recoverability of such accrued interest income involved significant audit attention, including consideration of the underlying loan and advance arrangements, contractual terms relating to accrual of interest, the financial position and repayment capacity of the respective parties, and the likelihood of realization of the accrued amounts. | Obtained an understanding of the Companys process and controls for the recognition of interest income on loans and advances and assessed the appropriateness of the accounting treatment. |
| We considered this matter to be a Key Audit Matter because of the significance of the accrued interest income to the financial statements and the audit effort and judgment involved in assessing the recoverability of the accrued amounts, particularly since the interest accrued during the year remained unrealized as at the reporting date. Due to on going disputes. | Recalculated the interest income accrued during the year based on the contractual terms, applicable interest rates and outstanding loan and advance balances. |
| Assessed the recoverability of accrued interest income by evaluating the financial position and repayment capacity of the respective parties and the available evidence regarding the likelihood of realization of the accrued amounts. | |
| Examined subsequent receipts, where available, to corroborate the realization of accrued interest income and the underlying loan and advance balances. | |
| Evaluated whether the circumstances indicated a need for provision or impairment adjustment in respect of accrued interest income and assessed the adequacy of such adjustments, where applicable. | |
| Assessed the adequacy of the related disclosures in the financial statements with respect to interest income, loans and advances and associated recoverability considerations. Considering the implications of the inability to obtain sufficient appropriate audit evidence regarding the recoverability of accrued interest income and the resulting impact on our audit opinion, as described in the Basis for Qualified Opinion section of our report. |
Information Other than the 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 Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the Financial Statements and our auditors report thereon.
Our opinion on the 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 Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Board of Directors for the Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Management and Board of Directors are 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.
The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal 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 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 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 Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the 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 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 Financial Statements for the financial year ended March 31, 2026, 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 the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The companys balance sheet and the statement of profit and loss account dealt with by this report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements, subject to the matters mentioned in the Basis for Qualified Opinion para above, comply with the accounting standards specified under Section 133 of the Act, read with relevant rules issued there under;
e. On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
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, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company does not have any long-term contracts, including derivative contracts having any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026.
iv.
A. The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
B. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
C. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under both sub-clauses mentioned above contain any material mis-statement.
v. The company has not proposed or declared any dividend during the year.
vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered and the same is preserved by the company in compliance with the applicable statutory requirements for record retention.
h. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of sub-section (16) of Section 197 of the Act, as amended, we report that to the best of our information and according to the explanations given to us, remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
2. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 1(f) under Report on other legal and regulatory requirements section of our report of even date to the members of Novateor Research Laboratories Ltd
Report On The Internal Financial Controls With Reference To The Financial Statements Under Section 143(3)(i) Of The Act.
We have audited the internal financial controls over financial reporting of the Company as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Qualified Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to the financial statements 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 issued by the ICAI.
Basis for Qualified Opinion
1. The Company has not established and maintained adequate internal financial controls with respect to the process of valuation of inventories. Consequently, we were unable to obtain sufficient appropriate audit evidence to conclude whether the carrying value of inventories as at March 31, 2026 is appropriately stated and whether any adjustment, if required, has been made in the financial statements. Accordingly, we are unable to determine the consequential impact, if any, of the above matter on the financial statements and the corresponding elements of profit/ (loss), assets and liabilities.
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 the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 judgement, 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 authorizations 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 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.
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on other legal and regulatory requirements section of our report of even date to the members of Novateor Research Laboratories Ltd)
To the best of our information and according to the explanations provided to us by the Company and the books of accounts and the records examined by us in the normal course of audit, we state that:
(i)(a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company does not own any intangible asset. Accordingly, reporting under the clause regarding proper maintenance of records of intangible assets is not applicable.
(b) The management of the Company verifies Property, Plant and Equipment according to a phased programme designed to cover all items over a period of three years, which, in our opinion, is at reasonable intervals. Pursuant to the programme, certain items of Fixed asset have been verified by the management during the year, and no material discrepancies have been noticed on such verification.
(c) According to the information and explanations given to us and on the basis of records examined by us, we report that, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in the financial statements are held in the name of the Company.
(d) The company has revalued its land but not during the current reporting year. Such revaluation is based upon the report of Registered Valuer.
(e) According to the information and explanations given to us, no proceedings initiated or pending against the Company for holding the benami property under the Benami Transactions (Prohibitions) Act, 1988 (as amended in 2016) and Rules made thereunder.
(ii)(a) Physical verification of inventory has been conducted at reasonable intervals by the management and in our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on such verification.
(b) According to the information and explanations given to us and on the basis of records examined by us, the Company has not been sanctioned with any working capital limits in excess of five crore rupees, in aggregate from banks on the basis of security of current assets. Hence, the matter of reporting a disagreement between quarterly returns/statements filed by the Company with such banks and the books of account of the Company does not arise.
(iii)(a) According to information and explanations given to us, company has not provided any loans or advances in the nature of loans, or stood guarantee, or provided security to any other entity.
(A) There is no aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to subsidiaries, joint ventures and associates;
(B) There is no aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to parties other than subsidiaries, joint ventures and associates;
(b) In the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the companys interest.
(c) As per information and explanation provided to us, In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular,
(d) As per information and explanation provided to us, there is no amount overdue in the company for more than ninety days. However, please refer to our qualified remark for valuation in our main report.
(e) According to the information to us and Company has not been granted any loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.
(f) According to the explanation and information provided to us and on the basis of records, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year.
(iv) In our opinion and according to the information and explanations given to us, the company has not granted any loans, made investments or provided guarantee or securities that are covered under the provision of section 185 or 186 of the Act during the year. Accordingly reporting under Clause 3(iv) of the order is not applicable.
(v) According to the information and explanations given to us, the company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the Companies (Acceptance of Deposit) Rules, 2014 with regard to the deposits accepted from the public are not applicable. 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 Reserve Bank of India or any court or any tribunal. Hence, reporting under this clause is not applicable.
(vi) The maintenance of cost records specified by the Central Government under section 148(1) of the companies act, 2013 is not applicable to this company. Hence, reporting under this clause is not applicable.
(vii)(a) The company does not have liability in respect of Service Tax, Duty of excise, Sales tax and value added tax during the year since effective 1st July 2017, these statutory dues has been subsumed into Goods Service Tax. 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 income-tax, duty of customs, Goods Service Tax, cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As informed to us, the company is not liable to pay Provident fund and ESIC. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, duty of customs, Goods Service 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 it became payable except as mentioned in the following table:
| Sr. No. | Name of Statute | Nature of Dues | Amount (In Rs. Lakhs) | Period to which the amount relates | Due date | Date of payment | Remarks, if any |
| 1 | Income Tax Act, 1961 | TDS Payable | 0.13 | FY 2023-24 | - | Not paid | Short-Deduction, interest thereupon, late fees, etc. |
| 2 | Income Tax Act, 1961 | TDS Payable | 0.01 | FY 2025-26 | - | Not Paid | Short-Deduction, interest thereupon, late fees, etc. |
(b) According to the information and explanation given to us, there are no dues of sales tax, VAT, income tax, custom duty, wealth tax, Goods service tax and cess which have not been deposited on account of any dispute.
(viii) According to the information and explanations given to us, the Company did not have any transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the reporting period in the tax assessments under the Income Tax Act, 1961.
(ix)(a) Based on our audit procedures and as per the information and explanations given to us, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us and on the basis of our audit procedure, the company has not declared wilful defaulter by the bank or financial institution or other lender.
(c) Based on our audit procedures and as per the information and explanations given to us, the Company has applied term loans for the purpose for which the loans were obtained.
(d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the company has not utilized the funds raised on short term basis for long term purpose.
(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that during the current reporting year, the Company has not taken any funds from an entity or person, on account of or to meet the obligations of its subsidiaries, joint venture or associate companies.
(f) According to the information and explanations given to us and procedures performed by us, the company has not raised any loans during the reporting period on the pledge of securities held in its subsidiaries, joint venture or associate companies.
(x)(a) According to information and explanations given to us, no moneys were raised by company by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under this clause is not applicable.
(b) According to information and explanations given to us, company has raised funds via share warrants issued on preferential allotment basis of Rs. 90.72 lakhs during the year. The requirements of the section 42 and 62 of the Companies Act, 2013 have been complied with. And the funds were used for the specified purpose, as informed to us.
(xi)(a) On the basis of the books and records examined by us and according to the information and explanations given to us, no fraud by the company or any fraud on the company has been noticed or reported during the year.
(b) According to the information and explanations given to us, no report has been filed under subsection (12) of section 143 of the Companies Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) According to the information and explanations given to us, and as represented to us by the management, there are no whistle blower complaints received by the company during the year.
(xii)(a) The Company is not a Nidhi company. Therefore, the provisions of paragraph 3(xii)(a) to (xii)(c) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and on the basis of records of the Company examined by us, the Company has entered into transactions with related parties in compliance with section 177 and 188 of the Companies Act. The details of such related party transactions have been disclosed in the financial statements as required under applicable Indian accounting standards.
(xiv)(a) In our opinion and based on our examination, the company does not have an internal audit system commensurate with the size and nature of its business. Hence, reporting under (b) is not applicable.
(xv) According to the information and explanations given to us, the Company has not entered into any transactions as mentioned in Section 192 of the Companies Act, with its directors or persons connected with its directors during the year.
(xvi)(a) According to the information and explanations given to us, the nature of business and the activities of the Company are such that the Company is not required to obtain registration under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under this clause order are not applicable.
(b) According to the information and explanations given to us, the company is not required to obtain a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
(c) According to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, and therefore, requirement of fulfilling the criteria of a CIC as well as fulfilment of criteria for an exempted or unregistered CIC are not applicable.
(d) According to the information and explanations given to us, the Company is not part of any Group and hence criteria of the Group having more than one CIC as part of the Group and the number of CICs which are part of the Group are not applicable.
(xvii) The company has not incurred cash losses neither in the current financial year nor in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year under audit. Hence, reporting under this clause is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities (including assets liability maturity ALM pattern, wherever applicable), other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx)(a) The company is not required to spend towards Corporate Social Responsibility (CSR) as per Section 135 of the Companies Act, 2013. Accordingly, reporting under clause 3(xx)(a) and (xx)(b) of the Order is not applicable.
| For |
| H K Shah & Co., |
| Chartered Accountants |
| FRN.: 109583W |
| Prerak Shah |
| Partner |
| M.No.: 181302 |
| Place: Ahmedabad |
| Date: May 30, 2026 |
| UDIN: 26181302OQIYHQ4729 |
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IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.