Independent Auditors Report on the Audit of the Financial Statements for the year ended 31st March, 2026
To
The Members of
Nukleus Office Solutions Limited (Formerly known as Nukleus Office Solutions Private Limited)
Opinion
We have audited the accompanying financial statements of Nukleus Office Solutions Limited ("the Company"), which comprise the balance sheet as at March 31, 2026, and the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including 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, the aforesaid financial statements give the information required by the Companies Act, 2013 (Act) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2026, its profit (financial performance) 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 Act. Our responsibilities under those SAs 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.
Emphasis Of Matter
1. We draw attention to Note No. 32 (xi) of financial statements regarding non capitalization of new Bangalore centre due to certain unresolved issues with landlord.
2. We draw attention to Note No. 32 (xii) of financial statements regarding capitalization of certain portion of expenses towards new operating centres under development.
3. We draw attention to Note No. 32 (xiii) of financial statements regarding deferment and amortization of expenses incurred for enhancing brand recognition over period of 4 years.
Our opinion is not modified in respect of these matters.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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.
| Key Audit Matters | How the matter was addressed in our audit |
| Capitalization of Expenditure for Centre Development (Refer Note No. 9.2 and II (f) of financial statements) | Our audit procedures in relation to the capitalization of expenditure pertaining to new shared office centres included, among others, the following: |
| The Company is engaged in the business of providing shared office and co-working spaces. During the year, the Company incurs significant expenditure towards the establishment and fit-out of new centres, including leasehold improvements, interiors, furniture and fixtures, electrical installations, networking infrastructure, design and consultancy charges, and other related project costs. | Obtained an understanding of the Companys process and internal controls relating to approval, recording, and capitalization of project-related expenditures. |
| The determination of whether such expenditure qualifies for capitalization as property, plant and equipment or leasehold improvements involves significant management judgement, particularly in assessing whether the costs are directly attributable to bringing the centres to the condition necessary for their intended commercial operations. Further, identification of revenue expenditure incurred during the pre-operational phase and determination of the date when the centres were ready for intended use also require considerable judgement. | Reviewed the nature of costs incurred for new centres and assessed whether the expenditures met the recognition criteria for capitalization under the applicable accounting standards. |
| Considering the materiality of the amounts involved and the level of judgement exercised by management, this matter was considered significant to our audit. | Verified, on a sample basis, supporting documents including vendor invoices, contracts, purchase orders, fit-out agreements, architect certifications, and payment records. |
| Evaluated whether expenses of operational or administrative nature had been appropriately excluded from capitalisation. | |
| Assessed managements determination of the date on which the respective centres were ready for intended use and verified whether depreciation/amortisation had commenced accordingly. | |
| Obtain technical reports and certificates from engineers and designers. | |
| Tested the allocation basis of common project expenses capitalised to various centres, wherever applicable. | |
| Evaluated the adequacy and appropriateness of disclosures made in the financial statements relating to capital work-inprogress, leasehold improvements, and additions to property, plant and equipment. | |
| Capitalization of Expenditure on Corporate Branding (see Note No. 15, 32(xiii) and II (p) of financial statements) | Our audit procedures in relation to the capitalization of expense on corporate branding included, among others, the following: |
| The Company incurred significant expenditure towards corporate branding and promotional activities during the year. Management capitalized certain branding-related expenses based on the assessment of expected future economic benefits. | Obtained an understanding of the Companys accounting policy relating to capitalization of branding and related expenditure. |
| The determination of whether such expenditure qualifies for capitalization involves significant management judgment, particularly in distinguishing capital expenditure from routine advertising and promotional expenses, and in assessing future economic benefits and recoverability of the capitalized amounts. Accordingly, this matter was considered to be a Key Audit Matter. | Evaluated the design and implementation of internal controls over identification, approval, recording, and monitoring of capitalized corporate branding expenses. |
| Reviewed, on a sample basis, underlying agreements, vendor invoices, management approvals, and supporting documentation relating to branding and promotional expenditures incurred during the year. | |
| Tested managements basis and assumptions used in determining capitalization of specific expenditures and evaluated whether routine advertising, promotional, and marketing costs had been appropriately charged to the Statement of Profit and Loss. | |
| Evaluated the adequacy and appropriateness of disclosures made in the financial statements relating to capitalization of corporate branding expenditure. | |
| Revenue Recognition (see Note No. 16 and II (e) of financial statements) | Our audit procedures in relation to revenue recognition included, among others, the following: |
| The company recognizes revenue from co-working and shared office spaces, membership services, and allied facilities provided to customers. | Obtained an understanding of the Companys revenue recognition process and evaluated the design and implementation of key internal financial controls relating to customer onboarding, contract approval, invoicing, collections, and accounting of revenue. |
| Revenue Recognition", requires management to determine the timing and amount of revenue to be recognized based on the terms of customer agreements and the stage of rendering of services. The Company enters into a large number of customer contracts with varying commercial terms, including discounts, incentives, lock-in periods, contract modifications and renewal arrangements. | Tested the operating effectiveness of selected controls over generation of invoices, recording of revenue transactions, and period-end revenue cut-off procedures. |
| Considering the volume of transactions and the significance of management judgement involved in recognition of revenue, this matter was considered to be a Key Audit Matter. | Examined, on a sample basis, customer agreements and assessed whether revenue had been recognized in accordance with the terms of the contracts and the applicable Accounting Standards. |
| Verified sample revenue transactions with supporting documents such as customer contracts, invoices, occupancy records, and receipt of payments. | |
| Performed substantive analytical procedures by comparing monthly revenue trends, occupancy and average realization rates with prior periods and management expectations. | |
| Conducted cut-off testing for revenue transactions recorded before and after the year-end to assess whether revenue was recognized in the appropriate accounting period. | |
| Tested manual journal entries posted to revenue accounts, especially those recorded at the end of the reporting period. | |
| Evaluated the adequacy and appropriateness of disclosures relating to revenue in the standalone financial statements. |
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report, but does not include the Financial Statements and our auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.
Our opinion on the Financial Statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
When we read the companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Managements and Board of Directors Responsibilities 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 standards and other 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 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, 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 management and board of directors either intend 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 skepticism 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 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 and board of directors.
- 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.
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 of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors report) Order, 2020 ("the Order") issued by the Central Government in terms of section 143 (11) of the Act, we give in "Annexure-A", a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. 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 Balance Sheet and the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2026 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 B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note No. 25 of financial statements)
ii. The Company did not have any long-term contracts including derivative contracts outstanding as at 31st March, 2026 for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.
iv. a) The Management has represented to us that, to the best of their 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, 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 the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. There is no dividend declared or paid by the company during the year under audit.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, 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 software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. Additionally, audit trail has been preserved by the Company as per the statutory requirements for record retention.
ANNEXURE-A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even Date)
i. In respect of its Property, Plant & Equipment & Intangible Assets
a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
b) According to the information and explanation given to us and on the basis of our examination of the records of the company, all the fixed assets have been physically verified by the management in a phased / periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) According to the information and explanation 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 favor of the lessee), disclosed in the financial statements included under Property, Plant and Equipment are held in the name of the Company as at the Balance Sheet date.
d) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has not revalued any of its property, plant and equipment and intangible assets during the year.
e) According to the information and explanation given to us and on the basis of our examination of the records of the company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii. (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable.
(b) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has sanctioned working capital limits in excess of Rs 5 crore, in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the company with such banks are in agreement with the books of accounts of the company.
iii. According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made investments in provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year except corporate guarantee of Rs. 1901.15 to its related party till July 2025. (Refer Note No. 25 of financial statements.)
a) According to the information and explanation given to us and on the basis of our examination of the records, the company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity except corporate guarantee of Rs. 1901.15 to its related party till July 2025. (Refer Note No. 25 of financial statements.)
b) According to the information and explanation given to us and on the basis of our examination of the records of the company, in our opinion, the guarantee provided referred to in point (a) above and the terms and conditions of the guarantee provided are, prima facie, not prejudicial to the interest of the Company.
c) According to the information and explanation given to us and on the basis of our examination of the records of the company, no loans and advances in the nature of loans have been made by the company. Hence reporting under clause (iii)(c) of the Order is not applicable.
d) According to the information and explanation given to us and on the basis of our examination of the records of the company, no loans and advances in the nature of loans have been made by the company. Hence reporting under clause (iii)(d) of the Order is not applicable.
e) According to the information and explanation given to us and on the basis of our examination of the records of the company, no loan granted by the Company, which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.
f) According to the information and explanation given to us and on the basis of our examination of the records of the company, 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. Hence, reporting under clause 3(iii)(f) is not applicable.
iv. According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
vi. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the Order is not applicable to the Company.
vii. a) 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 generally been regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, Cess and other statutory dues to the extent applicable to it and there were no outstanding statutory dues as on 31st March 2026 for a period of more than six months from the date they became payable.
a) 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 dues in respect of goods and service tax, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Value Added Tax and Cess which have not been deposited on account of any dispute.
viii. 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 surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
ix. (a) 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 defaulted in repayment of loans or borrowings to any financial institution, bank or Government as at the Balance sheet date.
(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 been declared as a willful defaulter by any bank or financial institution or other lenders.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company were applied term loan for the purpose for which it is availed.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not have any subsidiaries, associates and joint ventures. Accordingly, clause 3(ix)(e) of the Order is not applicable.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not have any subsidiaries, associates and joint ventures. Accordingly, clause 3(ix)(f) of the Order is not applicable.
x. (a) 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 raised money by way of initial public offer or further public offer (including debt instruments) during the year. However, during the previous year the company has raised the money by way of initial public offer of 13,54,800 equity shares and the details of same are as given below: -
Amount in Lakhs
| Sr. No. Object of the issue | Total Amount Raised | Total Amount Utilized (including GST) as on 31.03.2026 | Amount Unutilized as on 01.04.2025 | Amount Unutilized as on 31.03.2026 |
| 1 Capital expenditure and security deposit towards establishment of new centers | 2,197.68 | 2,197.68 | 1,791.67 | - |
| 2 Building up technology platform, integration of all centers, online client interaction and mobile application | 34.22 | 34.22 | 28.61 | - |
| 3 Advertisement expenses towards enhancing the visibility of our brand | 49.56 | 49.56 | 49.56 | - |
| 4 General Corporate Purpose | 588.02 | 588.02 | 288.02 | - |
| 5 Issue Expense | 300.75 | 195.05 | 105.70 | 105.70 |
Total |
3,170.23 |
3,064.53 |
2,263.56 |
105.70 |
(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 or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable
xi. (a) During the course of examination of the books and records of the company and according to information and explanation given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
(c) As represented to us by the management, there are no whistle blower complaints received by the company during the year.
xii. According to the information and explanations given to us, the Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the transaction with related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 wherever applicable and the details of related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.
xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.
(b) We have considered the internal audit reports of the company issued till date, for the period under audit.
xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations provided to us, there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred cash losses in the current and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly 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, other information accompanying the financial statements and 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 indicating 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. In our opinion and according to information and explanations given to us, Section 135 of the Companies Act, 2013 is not applicable for the financial year 2025-26. Hence reporting under clause 3(xx)(a) and (b) of the Order is not applicable.
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- B to the Independent Auditors Report on the Financial Statements of Nukleus Office Solutions Limited (Formerly Known as Nukleus Office Solutions Private Limited).
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
Opinion
We have audited the internal financial controls over financial reporting of Nukleus Office Solutions Limited (Formerly Known as Nukleus Office Solutions Private Limited) ("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.
In our opinion, the Company has, maintained 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 ICAI.
Managements and Board of Directors Responsibility for Internal Financial Controls
The Companys management and board of directors are 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 that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") 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. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the 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.
For M.K. Aggarwal & Co, |
Chartered Accountants |
FRN - 001411N |
Atul Aggarwal |
(Partner) |
Membership No. 099374 |
UDIN No. 26099374LTUUWT2391 |
Place: New Delhi |
Dated: 16th May, 2026 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
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.