To The Members of RateGain Travel Technologies Limited Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of RateGain Travel Technologies Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financial our other ethical responsibilities in statements, including a summary of material accounting policies and other explanatory information, which includes RateGain Employees Benefit Trust ("the Trust").
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of the other auditor on separate financial statements of the Trust referred to in the Other Matters section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act, ("Ind AS") and 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, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone statements in accordance with the Standards on
Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit ofand Loss the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled with these requirements and the ICAIs Code of Ethics.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their report referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matter | Auditors Response |
| 1 Revenue Recognition Sale of Services (Refer Note 2.2(m) & 22 to the standalone financial statements) | Our audit procedures included, but were not limited to the following: |
| The Company recognised an amount of 2,488.13 million as revenue for the year ended March 31, 2026 from sale of services. | Obtained an understanding of the process of identification and recording of revenue transactions services of DaaS, Distribution and MarTech; |
| Revenue of the Company majorly comprises of Data as a Service (DaaS), Distribution and Marketing Technology (MarTech) services provided to a large number of customers across geographies which is recognized by the Company in accordance with the principles of Ind AS 115, Revenue from contracts with customers (Ind AS) that requires identification of performance obligations, determination of transaction price including variable consideration and satisfaction of performance obligations. | Evaluated the design, implementation and tested the operating effectiveness of key controls over revenue recognition including around services, pricing and accounting of revenue transactions; |
| Revenue is also a key performance indicator of the Company and is identified as a significant audit risk in accordance with the standards on auditing primarily as there is a risk that revenue is recognised on sale of services before the control is transferred. | Evaluated the appropriateness of revenue recognition accounting policy adopted by the Company is in accordance with Ind AS 115; |
| Accordingly, occurrence of revenue in respect of delivery of impressions, price points, advertisement spend on behalf of customer and distribution services has been considered as key focus area on account of various categories of customers, varying terms of contracts and high volume of sales transactions. We determined this to be a key audit matter due to significant time and effort involved in assessing the appropriateness of revenue recognition. | Performed substantive analytical procedures on revenue which included sales-mix analysis, region -wise analysis, etc; |
| Performed test of details on sample basis, including review of underlying contracts to identify the key terms and attributes, obtained supporting documents such as invoices and proof of performance of services; | |
| Performed other substantive audit procedures including obtaining debtor confirmations on a sample basis for balances outstanding as at year end; | |
| Test checked manual journal entries i.e. credit notes etc., which were material or irregular in nature with supporting documents and evaluated business rationale thereof | |
| Evaluated disclosures made in the standalone financial statements for revenue recognition from sale of services for appropriateness in accordance with the accounting standards. |
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is for the other information. The other information comprises the information included in the Board Report, Management Discussion and Analysis and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditors report thereon.
Our opinion on the standalone financial does not cover the other information and we do not express any form of assurance conclusion thereon.
In c onnection 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 standalone financial knowledge obtained during the course of our 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 Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments statements or our 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 standalone financial 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Companys Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Ide ntify and assess the risks of material of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresultingfromerror,asfraudmayinvolvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obt ain 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 with reference to standalone statements in place and the operating effectiveness of such controls.
Ev aluate the appropriateness of accounting used and the reasonableness of accounting estimates and related disclosures made by the management.
Con clude on the appropriateness of use of the going concern basis of accounting and, basedstatements, on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Ev aluate the overall presentation, structure content of the standalone financial statements, statements asa whole including the disclosures, and whether the standalone financial statements represent underlying transactions and events in a manner that achieves fair presentation.
Obt ain sufficient appropriate audit regarding the financial information of the Company and the Trust to express an opinion on the standalone decisionsofuserstakenon the financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone financial statements of which we are the independent auditors.
For the other entity or business activities included in the standalone financial statements, which have been audited by the other auditor, such otherespect ofauditor remains responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalone financial in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced.
We consider quantitative materiality and qualitative financial 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 identifiedmisstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other timing of the audit and significant audit findings, including any significant deficiencies in 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 governance, we determine those matters that most significance in the audit of the standalone statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Other
We did not audit the financial statements of RateGain Employees Benefit Trust ("the Trust") included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs 50.10 million as at March 31, 2026 and total revenue of Rs Nil for the year ended on that date, as considered in the standalone financial statements. The financial statements of the Trust have been audited by the other auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such
Trust and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid Trust, is based solely on the report of such other auditor.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements matters belowisnotmodifiedin .
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, our audit and on the consideration of the report of the statements that, other auditor on the separate financial statements of individually or the Trust, referred to in the Other Matters section above we report, to the extent applicable 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 the planned scope and appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes financial controls in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received of 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 standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements.
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, as amended 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 cial position in its finan pendinglitigationsonits on standalone financial statements - Refer Note 32 to the standalone financial statements.
ii. The Company did not have any long-term contractsincludingderivativecontractsforwhich there were 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.
iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 42 to the standalone financial statements, 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(s) or entity(ies), 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,securityorthelikeonbehalfof nd for the year. the Ultimate Beneficiaries.
(b ) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 42 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identifiedin 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 performed 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. The Company has not declared or paid any dividend during the year and has not proposed final
vi. Based on our examination, which included test checks, the Company has used accounting software systems, operated by third party software service providers, for maintaining its books of account for the financial year ended March 31, 2026 which have 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 systems. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention for the previous years for which it was enabled and operated (Refer Note 44 to the standalone financial statements).
2. 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 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)
Report on the Internal Financial Controls with reference to standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")
We have audited the internalfinancial controls with reference to standalone financial statements of
RateGain Travel Technologies Limited (the "Company") as at March 31, 2026 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managements and Board of Directors Responsibilities for Internal Financial Controls
The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to standalone 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 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 with reference to standalone financial statements 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 with reference to standalone 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 standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 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 standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial
A companysinternalfinancial control with reference to finan statements is a process designed standalone to provide reasonable assurance regarding the reliability controls of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements 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 authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
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 with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2026, based on the criteria for internal financial control with reference to standalone financial statements 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.
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)
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and relevant details of right-of-use assets. B. The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has a program of verification of property, plant and equipment and right-of-use assets so as to cover all the items once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, no such assets were due for physical during the year. Since no physical of property, plant and equipment was due during the year, the question of reporting on material discrepancies noted on verification does not arise.
(c) The Company does not have any immovable properties and hence reporting under clause
3(i)(c) of the Order is not applicable.
(d) The Company has not revalued any of its property, plant and equipment including right-of-use assets and intangible assets during the year.
(e) According to the information and explanations given to us, 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) 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 explanations given to us, at any point of time of the year, the Company has not been sanctioned any working capital facility from banks or institutions on the basis of security of c u r r e n t assets, and hence reporting under clause 3(ii) (b) of the Order is not applicable.
(iii) The Company has, during the year, made investments in, provided guarantee and granted loans, secured or unsecured to subsidiary company for the purpose of acquisition of 100% equity share capital of Sojern Inc. and its subsidiaries, a US based Group (Refer Note 47 to the standalone financial statements) other parties during the year, in respect of which:
(a) The Company has provided loans, stood guarantee during the year and details of which are given below: (Amount in Rs million)
| Particulars | Loans | Guarantees |
| A. Aggregate amount granted / provided during the year: | ||
| - Employees | 5.77 | - |
| - Subsidiary# | 9,698.21 | 12,197.63 |
| B. Balance outstanding as at balance sheet date in respect of above cases:* | ||
| - Employees | 10.40 | - |
| - Subsidiary | - | 12,906.12 |
# The optionally convertible loans granted to subsidiary were subsequently converted into equity and, accordingly, balance outstanding as at March 31, 2026 is Rs Nil.
* The amounts reported are at gross amounts and no provisions made during the year.
The Company has not provided any advances in the nature of loans or security to any other entity during the year.
(b ) The investments made, guarantees provided and the terms and conditions of the grant of all the above-mentioned loans and guarantees provided, during the year are, after considering the purpose for which loans, investments and guarantees have been given, in our opinion, not prejudicial to the Companys interest.
(c) The optionally convertible loans granted were subsequently converted into equity. Having regard to the fact that the loans granted were converted into equity, in our opinion the repayments of principal amounts and receipts of interest are regular. In respect of loans granted to employees by the Company, the schedule of repayment of principal and payment of interest has been stipulated, and the repayments of principal amounts and receipts of interest are regular as per stipulation.
(d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.
(e) During the year, loan amounting to Rs 5 million has fallen due from an employee of the Company, which was extended during the year. Percentage of the aggregate to the total loans granted during the year is 0.05%.
(f) According to information and explanations given to us and based on the audit procedures performed, 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 (iii)(f) is not applicable.
(iv) The Company has complied with the provisions of
Sections 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) The maintenance of cost records has not been specified for the activities of the Company by the Central Government under section 148(1) of the Companies Act, 2013.
(vii) In respect of statutory dues:
(a) Undisputed statutory dues, including Goods and Services Tax, Provident Fund, Income-tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities.
The operations of the Company did not give rise to sales tax, service tax, duty of excise, duty of custom and value-added tax during the year.
We have been informed that the provisions of the Employees State Insurance Act, 1948 are not applicable to the Company.
There were no undisputed amounts payable in respect of Goods and Services Tax, Provident
Fund, Income-tax, cess and other material statutory dues in arrears as at March 31, 2026 for a period of more than six months from the date they became payable.
(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 disputes are given below:
| Name of the Statute | Nature of the Dues | Amount ( in million) | Period to which the amount relates (F.Y.) | Forum where Dispute is pending |
| Income-tax Act, 1961 | Income-tax | 2.55 | 2020 21 | Commissioner of Income-tax (Appeals) |
| Income-tax Act, 1961 | Income-tax | 2.42 | 2015 16 | Assessing Officer, Income Tax Office |
| Income-tax Act, 1961 | Income-tax | 0.34 | 2022 23 | Commissioner of Income-tax (Appeals) |
(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income-tax Act, 1961 (43 of 1961) during the year.
(ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence, reporting under clause 3(ix)(a) of the Order is not applicable to the Company.
(b ) The Company has not been declared wilful defaulter by any bank or government or any government authority.
(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year, and hence reporting under clause 3(ix)(c) of the Order is not applicable.
(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, not been used during the year for long-term purposes by the Company. (e) On an overall examination of thefinancial statements of the Company, the Company has not taken any funds from any entity or person institutionor on account of or to meet the obligations of its subsidiaries.
(f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable.
(x) (a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company. (b) In our opinion, money raised by way of Qualified Institutional Placement of Equity Shares by the
Company in the previous year were temporarily deployed in readily realisable liquid investment for part of the year and have been utilised during the year for the purposes for which they were raised. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the cial ratios, ageing and Companies Act has been filed in Form ADT-4 as cial assets and 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 were no whistle blower complaints received by the Company during the year.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
(xiii) In our opinion, the Company is in compliance with section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. 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 issued to the Company during the year and the draft of the internal audit reports which were issued after the balance sheet date covering the period under audit.
(xv) In our opinion, during the year, the Company has not entered into any non-cash transactions with any of its directors or directors of its subsidiary companies or persons connected with such 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. Hence, reporting under clause 3(xvi) (a), (b) and (c) of the Order is not applicable.
(b) The Group does not have any core investment company as part of the group and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
(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 the statutory auditors of the Company during the year. (xix)On the basis of the expecteddatesofrealizationof payment of financial liabilities, other information accompanying the standalone 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 respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility
(CSR) amount, to a Special account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the provision of section 135(6) of the Act.
| For DELOITTE HASKINS & SELLS LLP | |
| Chartered Accountants | |
| (Firms Registration No. 117366W/W-100018) | |
| Rajesh Kumar Agarwal | |
| (Partner) | |
| Place: Gurugram | (Membership No. 105546) |
| Date: May 21, 2026 | (UDIN: 26105546HPUBJX1432) |
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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.