To
The Members of Pasari Spinning Mills Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Pasari Spinning Mills Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss (including other Comprehensive Income) and Statement of Changes in Equity and Cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations provided to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ( the Act ) in the manner so required and present a true and fair view, in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act ( Ind AS ) read with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit and 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 specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor s 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 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.
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 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. We have determined the matter described below to be the key audit matter to be communicated in our report.
Recognition and Completeness of Rental Income Refer Note 4 to the Financial Statements
Why the matter was considered significant: The Company has discontinued its manufacturing operations and rented out its former factory building. The rental arrangement was neither revised nor reassessed during the year, and no fair value assessment was carried out. Rental income of Rs. 11.08 lakhs (December and January), earlier unadjusted, was adjusted by the Company during the year against the security deposit of Rs. 12.71 lakhs received from Green Pro Nettings Pvt Ltd., with the effect recognised in rental income, resulting in a balance deposit of Rs. 1.63 lakhs as at year-end. Given the judgment involved in the recognition, completeness, and accounting treatment of rental income and this adjustment, the matter required significant auditor attention and was determined to be a Key Audit Matter.
How the matter was addressed: Our procedures included examining the rental arrangement and supporting documents, verifying rental income with underlying records, comparing income with the prior period, assessing year-end cut-off, examining the security deposit adjustment and related accounting entries, and evaluating the accounting treatment and disclosures in the financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note No. 25 to the financial statements regarding the ongoing legal dispute with Cotton Corporation of India Limited in respect of cotton purchase transactions. Execution proceedings were initiated against the Company before the Hon ble Commercial Court, Mysore and a Proclamation of Sale was issued in respect of immovable properties of the Company. The matter is presently pending before the Hon ble High Court of Karnataka, which has granted an interim stay on the execution proceedings pending further adjudication. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company s ability to continue as a going concern. However, the financial statements have been prepared on a going concern basis based on management s assessment of future business operations and expected cash flows.
Emphasis of Matter Paragraph
Emphasis of matter paragraphs are those matters that are of such importance that it is fundamental to users understanding of the financial statements or as appropriate any other matter that is relevant to users understanding of the audit, the auditor s responsibilities or the auditor s report.
We draw attention to Note No. 3 - Property, Plant and Equipment to the Financial Statements, wherein the Company has carried all assets at their nominal values, and no revaluation was conducted to reassess their fair value or current condition. We draw attention to Note No. 15 (a)- Provisions of the Financial Statements to the Financial Statements, wherein the Company has not paid property tax since the financial year 2019-2020.
The Company has, however, created an estimated provision of Rs. 18.87 lakhs towards this liability. We draw attention to Note No. 25 to the financial statements regarding the ongoing dispute between the Company and Cotton Corporation of India Limited ( CCI ) in respect of cotton purchases and related claims. Arbitration proceedings and subsequent legal appeals arising out of the said dispute are presently pending before the Hon ble High Court of Karnataka. During the year, execution proceedings were initiated against the Company before the Hon ble
Commercial Court, Mysuru and a Proclamation of Sale under Order XXI Rule 66 of the Code of Civil Procedure, 1908 was issued in respect of certain immovable properties of the Company for recovery of alleged dues amounting to Rs. 703.12 lakhs. The Hon ble High Court of Karnataka has granted an interim stay on the execution proceedings vide order dated January 06, 2026 and the matter is pending adjudication. Further, security deposits amounting to Rs. 63.90 lakhs given to Cotton Corporation of India Limited have been fully provided for by the Company in earlier years considering uncertainty associated with the matter. The balance disputed amount of Rs. 6,39.23 lakhs has been disclosed as contingent liability pending final outcome of the legal proceedings.
We draw attention to note 4 to cash flow statement, the rental income is considered under operational activities since the factory and building is let out, though land and building is considered as Investment Property.
We draw attention to Note 25(vi)(a) to the financial statements, which describes the uncertainty relating to a demand of Rs. 18,016.07 thousand (original demand of Rs. 1,80,16,068), raised by the Commercial Tax Authorities (including interest and penalty thereon), pertaining to earlier years 1999-00 to 2001-02 under the KVAT/CST Act, Central Sales Tax and Karnataka Entry Tax Act, disclosed by the Company as a contingent liability. The Company had contested the matter before the erstwhile Board for Industrial and Financial Reconstruction (BIFR), and consequent to its dissolution in 2016, the matter now stands with the GST Department and remains unresolved. Pending final determination, no provision has been made in the books of account, and the amount continues to be disclosed at the value of the original demand. The eventual liability, if any, on final resolution of this matter cannot presently be ascertained.
Our opinion is not qualified in respect of the above matters.
Other Matters
Pursuant to Section 134 of the Companies Act, 2013 the Financial Statements of the Company must be signed by any two directors (one of whom shall be the Managing Director), the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company, wherever they are appointed. However, it is observed that the Chief Financial Officer has not signed the Financial Statements of the Company. Our opinion is not qualified in respect of the above matter.
Information Other than the Financial Statements and Auditors Report Thereon
The Company s Board of Directors is responsible for the other information. The other information comprises the information included in the Board s Report including Annexures to Board s Report, Business Responsibility Report but does not include the financial statements and our auditor s 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. We have nothing to report in this regard.
Management s Responsibility for the 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 fin ancial 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 the 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; the 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 Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process
Auditor s 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 auditor s report that includes our opinion. Reasonable assurance is a high level of ass urance 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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, makes 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:
1. planning the scope of our audit work and in evaluating the results of our work;
2. to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor s 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 (Auditor s Report) Order, 2020 ( the Order ), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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, the statement of profit and loss including other comprehensive income, statement of changes in equity and the cash flow statement dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015; as amended.
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 with reference to financial statements 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 with reference to financial statements;
g) With respect to the other matters to be included in the Auditor s 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 25(i) to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There is no requirement of transferring the amounts, to the Investor Education and Protection Fund by the Company.
iv. a) The Management has represented to us that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person 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.
b) The Management has represented to us that, to the best of its knowledge and belief 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, whether directly/ 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 information and explanation given to us and audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations made by the Management under sub-clause (a) and (b) as above, contain any material misstatement.
v. The Company has not declared any dividend during the previous and current year. vi. Based on our examination which included test checks, the Company has used 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 software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
3. With respect to the other matters to be included in the Auditor s 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.
Annexure -A to the Independent Auditor s Report
(Referred to in paragraph 1 under Report on other legal and regulatory requirements sectionof our report to the members of Pasari Spinning Mills Limited of even date)
i. In respect of the Company s Property, Plant & Equipment:
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 have any intangible assets. Accordingly, the requirement to maintain records showing full particulars of intangible assets is not applicable.
b) The fixed assets of the Company were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company as at balance sheet date.
d) The Company has not revalued its Property, Plant & Equipment (including right of- use assets) and intangible assets during the year. e) As per the information & explanations provided to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
ii. a) The Company does not hold any inventory. Accordingly, the requirements of clause 3(ii)(a) of the Order are not applicable.
b) According to the information and explanations given to us, the Company has not sanctioned any working capital limits in excess of Rs. 5 crore, in aggregate, from banks or financial institutions on the basis of security of current assets during the year. Accordingly, the requirements of clause 3(ii)(b) of the Order are not applicable.
iii. In respect of loans, secured or unsecured granted by Company:
Based on our examination of the records of the Company, the Company has not granted any loans or advances in the nature of loans, secured or unsecured, to any parties during the year. Accordingly, the requirements of clause 3(iii)(a)(A) and 3(iii)(a)(B) of the Order are not applicable to the Company.
Further, the terms and conditions of such loans or advances, repayment of principal or interest, regularity of repayment, amounts overdue for more than ninety days, renewal or extension of loans or advances, and loans or advances repayable on demand or without specifying any terms or period of repayment are not applicable to the Company. Hence, the requirements of clauses 3(iii)(b), (c), (d), (e) and (f) of the Order are not applicable to the Company.
iv. In our Based on our examination of the records of the Company, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, in respect of loans, investments, guarantees and security, as applicable. Accordingly, there are no instances of non-compliance with the provisions of Sections 185 and 186 of the Companies Act, 2013 to be reported under clause 3(iv) of the Order.
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 to the Company.
vi. The Central Government of India has not prescribed the maintenance of Cost records under sub-section (1) of section 148 of the Act for any of the activities of the Company and accordingly paragraph 3 (vi) of the order is not applicable.
vii. In respect of statutory dues:
a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it, except for Property Tax amounting to Rs. 18.87 lakhs, which has remained unpaid for a period of more than six months from the date it became payable and is outstanding as at March 31, 2026.
b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2026 on account of any dispute are as follows:
| Name of Statute | Nature of Dues | Amount (Rs.) | Period to which the amount relates | Forum where dispute is pending |
| Central Sales Tax | CST, including interest | 19,09,414 | 1999-00 to 2001-02 | GST- Department |
| Karnataka Entry Tax Act | KCAT, including interest | 84,48,131 | 1999-00 to 2000-01 | GST- Department |
| KVAT and CST Act | Penalty and Interest | 76,58,523 | 1999-00 to 2001-02 | GST- Department |
| Total | 1,80,16,068 |
The above amount is disclosed as a contingent liability in Note (vi) to the financial statements, and no provision has been made in the books of account in this regard, for the reasons stated therein.
viii. There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961)
ix. In our opinion and according to the information and explanations given to us in respect to the loans and borrowings from Banks and Financial Institutions by the Company,
a) The Company has not defaulted in repayment of loans or other borrowings or in payment of interest thereon to any lender during the year. There were no dues to any financial institution, bank, Government or debenture holders which were outstanding as at March 31, 2026.
b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
c) The Company has not obtained any term loans during the year. Accordingly, the requirement to report on whether the term loans obtained by the Company were applied for the purposes for which they were obtained is not applicable.
d) On an overall examination of the financial statements 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) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures
f) The Company has not raised any loans on the pledge of securities held in its subsidiaries, associates or joint ventures during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable
x. a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3(x)(a) of the Order is not applicable.
b) According to the information and explanations given to us and based on 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) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
b) 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 up to the date of this report.
c) To the best of our knowledge and according to the information and explanations given to us, the Company has not received any Whistle-blower complaints.
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 the related parties are in compliance with section 177 and section 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. a) The Company does not have an internal audit system commensurate with the size and nature of its business.
b) The Company has not appointed any internal auditor during the year and, accordingly, there were no reports of the Internal Auditor issued during the year to be considered by us.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with them. Accordingly, paragraph 3(xv) of the order is not applicable.
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. Accordingly, reporting under clauses 3(xvi)(a), (b), (c) and (d) of the Order is not applicable to the Company.
xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
xviii. There has been no resignation of statutory auditors of the Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements 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 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, 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. As the Company is not liable for CSR provisioning, paragraph 3 (xx) of the order is not applicable to the Company.
Annexure -B to the Independent Auditor s Report
(Referred to in paragraph 2 (f) under Report on other legal and regulatory requirements section of our report to the Members of Pasari Spinning Mills Limited of even date)
Report on the Audit of Internal Financial Controls with Reference to Financial Statements under Clause (i) of Sub-section (3) of Section 143 of the Companies Act, 2013 (the Act)
We have audited the Internal financial controls with reference to financial statements of Pasari Spinning Mills Limited ( the Company ) as at March 31, 2026, in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management s Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements 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, 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 with reference to financial statements 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 with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures select ed 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 with reference to financial statements.
Meaning of Internal Financial Controls over Financial Reporting
A Company s 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 Company s internal financial control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii) 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
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company s assets that could have a material effect on the financial statements.
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 of override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial control 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.
For Rao & Emmar
Chartered Accountants
Firm Registration Number: 003084S
B J Praveen
Partner
Membership No: 215713
UDIN: 26215713ZEZKKK1044
Date: May 30, 2026
Place: Bengaluru
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