To The Members of Real Touch Finance Limited Report on the Audit of Financial Statements Opinion
We have audited the accompanying standalone financial statements of M/s. REAL TOUCH FINANCE LIMITED (hereinafter referred to as the Company ), which comprise the Balance Sheet as at 31 st March, 2026, the Statement of Profit and Loss Account (Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended on that date and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the 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 Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules 2015, as amended ( Ind AS ), and other accounting principles generally accepted in India, of the state of affairs of the Company as on 31 st March, 2026, and its Profit (including other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We have 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 Auditors Responsibilities for the Audit of Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of standalone financial statements under the provisions of the Companies Act, 2013 and rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAIs code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters are those matters that in our Professional Judgement were of most significance in our Audit of the financial statements of the Current year. 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 determine the matters described below to be the key matters to be communicated in our report.
| Key Audit Matter | How our audit addressed the key audit matter |
| 1 ) Impairment of financial assets based on Expected Credit Loss Ind AS 109, Financial Instruments (Ind AS 109) requires the Company to provide for impairment of its financial assets using the expected credit loss (ECL) approach involving an estimation of probability of loss on the financial assets, considering reasonable and supportable information about past events, current conditions and forecasts of future economic conditions which could impact the credit quality of the | Our audit focused on assessing the appropriateness of managements judgment and estimates used in the expected credit losses through procedures which included, but were not limited to the following: Examined the policy approved by the Board of Directors (Board) with respect to process and procedures for assessing and measuring credit risk on the lending exposures of the Company and evaluated its appropriateness in accordance with the requirements of Ind AS 109. |
| Companys financial assets. Expected credit losses cannot be measured precisely but can only be estimated through use of statistics. The estimation of impairment loss allowance on financial instruments involves significant judgement and estimates and applying appropriate measurement principles, including additional considerations arising from Reserve Bank of India guidelines relating to restructuring With the applicability of Ind AS 109 credit loss assessment is now based on expected credit loss (ECL) model. The Companys impairment allowance is derived from estimates including the historical default and loss ratios. Management exercises judgement in determining the quantum of loss based on a range of factors. The impairment loss allowance for FY 2025-26 stands at ^99.08 lakhs (previous year: ^38.85 lakhs). The increase primarily reflects the migration of exposures to Stage 2 under the expected credit loss (ECL) model during the year, measured in accordance with Ind AS 109. Considering the significance of the above matter to the financial statements and since the matter required our significant attention to test the calculation of expected credit losses, we have identified this as a key audit matter for current year audit. | Obtained an understanding of the modelling techniques adopted by the Company including the key inputs and assumptions. Challenged the management on post model adjustments, considering the size and complexity of management overlays, in order to assess the reasonableness of the adjustments. Evaluated the design and tested the operating effectiveness of controls across the process relevant to ECL measurement, including around the judgements and estimates made by the management. These controls, amongst others, included controls over the allocation of assets into stages along with managements monitoring of and completeness of the underlying data used in the models, credit monitoring, passing of journal entries and preparing disclosures. Tested the completeness of loans included in the ECL calculations as of 31 March 2026 by reconciling such data with the balances as per loan book register. Tested, on a sample basis, the appropriateness of determining EAD, the data used in the PD and LGD model for ECL. Obtained written representations from the management in relation to appropriateness of such ECL methodology and reasonableness of the judgements and assumptions used. Assessed the appropriateness and adequacy of the related presentation and disclosures in the accompanying standalone financial statements in accordance with the applicable Indian Accounting Standards and related RBI circulars. |
| 2.Valuation of Security Receipts of Omkara PS 13/2025-26 Trust - Level 3 Fair Value Measurement During the year ended 31 st March, 2026, the Company invested ^125,00,00,000/- (Rupees One Hundred Twenty-Five Crores Only) in Security Receipts issued by Omkara PS 13/2025-26 Trust, acquired from an Asset Reconstruction Company. These Security Receipts are classified as financial assets measured at Fair Value through Profit or Loss (FVTPL) and are disclosed as Level 3 instruments in the fair value hierarchy under Note 38 to the financial statements, as their valuation is based on unobservable inputs. | \u2022 Assessed the Board-approved investment policy governing the acquisition of stressed assets, including the RBI (Transfer of Loan Exposures) Directions, 2021 compliance framework. \u2022 Evaluated the design and implementation of internal controls over the periodic valuation of Level 3 financial instruments, including review by the Audit Committee. \u2022 Reviewed the ARC communication confirming the NAV of the Trust as at 31 st March, 2026 and the basis of such valuation. \u2022 Verified the investment documentation and the Certificate of Security Receipts issued by Omkara PS 13/2025-26 Trust confirming RTFLs entitlement. |
| The fair value of these Security Receipts as at 31 st March, 2026 amounts to ^125 crores (carrying value), representing approximately 38.88% of the Companys total assets. The valuation of these instruments involves significant management judgement and estimation uncertainty, as it depends upon: | \u2022 Obtained and reviewed the recovery rating certificate issued by Infomerics Valuation and Rating Pvt. Ltd. (IVR RR 1 + (IVR Double R One Plus), dated 14 April 2026) and assessed its relevance in corroborating the valuation, noting that the rating is an indicator of recovery potential and is not a substitute for fair value determination. |
| \u2022 Managements estimates of the net present value of expected cash flows from the underlying stressed asset pool. | |
| \u2022 The NAV (Net Asset Value) of the Trust as computed by the ARC, which itself is based on expected recovery from stressed borrowers, collateral values, and legal proceedings in progress; | |
| \u2022 The recovery rating IVR RR 1+ assigned by Infomerics Valuation and Rating Pvt. Ltd. on 14 April 2026, which provides an indicative recovery expectation but is not, by itself, determinative of fair value of the Security Receipts; and Given the material quantum, the Level 3 classification, the inherent subjectivity in estimating recovery cash flows from stressed assets, and the reliance on unobservable inputs including managements own projections, we have identified the valuation of Security Receipts of Omkara PS 13/2025-26 Trust as a Key Audit Matter. |
Information other than the Standalone Financial Statements and Auditors Report thereon
The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Boards Report and Corporate Governance Report, but does not include the standalone financial statements and our auditors report thereon. These reports are expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibility of Management and Those Charged with Governance 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 and presentation of these financial statements that give a true and fair view of the financial position and financial performance, total comprehensive Income, changes in equity and cash flow of the company in accordance with the Ind AS and other accounting Principles, including RBI Guidelines, generally accepted in India. 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 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 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 management either intends to liquidate the company or to cease operations or has no realistic alternative to do so.
The Board of Directors are also responsible for overseeing the companys financial reporting process.
Auditors Responsibility for the Audit of Financial Statement.
Our objectives are to obtain reasonable audit 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 is 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 the user taken on the basis of these financial statements.
As a part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional skepticisms 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 detecting a material misstatement resulting from fraud is higher than for one resulting from error, a fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtaining 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 an opinion on whether the company has adequate internal financial controls systems 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.
• 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 the 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 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 the most significance in the Audit of the standalone financial statements of the current period and are therefore the key Audit Matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure 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 term of Section 143(11) issued by the central Government in term of section 143(11), we give in Annexure A a statement on matters specified in paragraph 3 and 4 of Order to the extent applicable.
2A. 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 under Rule 11(g) of the Companies (Audit and Auditors) Rules 2014;
(c) The Balance Sheet, the Statement of Profit and Loss and 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 specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015;
(e) On the basis of the written representations received from the directors as on 31 st March 2026 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March 2026 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) There are no reservation relating to maintenance of accounts and other matters connected therewith as are stated in the paragraph 2 A (b) above on reporting under section 143(3)(b) and paragraph 2 B(viii) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014.
(g) With respect to the other matters to be included in Auditors report in accordance with requirement of Section 197(16) of the Act, the Company has paid remuneration to its director in accordance with provisions of Section 197 of the Companies Act, 2013.
(h) There are no qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith;
(i) Clause (i) of section 143(3) on the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, referred to our separate report in Annexure B. The said report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
2 B. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(i) . The Company does not have any pending litigations on its financial position in its financial statements.
(ii) . The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) . The Company does not require to transfer any amount to the Investor Education and Protection Fund.
(iv) . The Management has represented, that to the best of their knowledge and belief no fund (which are material either individually or in aggregate) have been advanced 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.
(v) . The Management has represented, that to the best of their knowledge and belief no fund (which are material either individually or in aggregate) have been received by the company from any person or entity, including foreign entities (funding parties) with the understanding whether recorded in writing or otherwise that the Company shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (ultimate beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate Beneficiaries.
(vi) . Based on the Audit procedures performed that have been considered reasonable or appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under Sub Clause (i) and (ii) of rule 11(e) as provided under (iv) and (v) above, contain material misstatement.
(vii) . The Company has not declared any dividend during the Year.
(viii) . Based on our examination which included test checks, the Company, since the financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been 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 audit trail feature being tampered with. Furthermore, the 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 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of M/s. REAL TOUCH FINANCE LIMITED 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 report that:
(i) In respect of Property Plant and Equipments
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 its Intangible Assets. According to the information and explanations given to us, the Intangible Assets of the Company are not internally generated and the Company holds valid titles / rights in respect of all its Intangible Assets.
c. According to the information and explanations given to us, the management at reasonable intervals has physically verified the Property, Plant and Equipment and no material discrepancies were noticed on such verification.
d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not hold any immovable properties. Accordingly, the requirement to report on title deeds of immovable properties under clause (i)(a) of CARO 2020 is not applicable to 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 has not revalued any of its Property, Plant and Equipment (including right-of-use of assets) or intangible assets or both during the year.
f. 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 there under.
(ii) In respect of Inventories
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 hence reporting under 3(ii) is not applicable.
(iii) Loans, Advances, Guarantees and Investments
The Company is a Non Banking Finance Company and has not provided any guarantee or security but has made investment in, and granted loans or advances in nature of loan, secured or unsecured to companies, firms, Limited Liability Partnerships, or other parties, during the year, in respect of which:
a. The principal business of the Company is to give loans. Accordingly, the reporting under clause 3(iii)(a) of the Order — being the aggregate amount granted or provided during the year, and the balance outstanding at the balance sheet date, in respect of loans or advances in the nature of loans and guarantees or security given to subsidiaries, joint ventures and associates and to parties other than subsidiaries, joint ventures and associates — is not applicable to companies whose principal business is to give loans.
b. In our opinion, the Investments made and the terms and conditions of the grant of loans or advances in nature of loan during the year are prima facie, not prejudicial to the Companys interest.
c. In respect of loans and advances in nature of loans, the schedule of repayment of Principal and interest are stipulated and repayment of principal and interest are regular except for loans which are disclosed as NPA.
d. In respect of loans or advances in nature of loans granted by the Company, there is no Interest Overdue amount remaining outstanding as at the balance sheet date.
e. The principal business of the Company is to give loans. Accordingly, the reporting under clause 3(iii)(e) of the Order — being whether any loan or advance in the nature of loan granted by the Company, which has fallen due during the year, has been renewed or extended or whether fresh loans have been granted to settle the over dues of existing loans given to the same parties, and, if so, the aggregate amount of such dues renewed or extended or settled by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year — is not applicable to companies whose principal business is to give loans.
f. The Company has granted loans or advances in nature of loans, Unsecured, to companies, firms, Limited liability Partnerships or any other parties which are repayable on demand or are without specifying any terms or period of repayment and the details of such loans or advances in nature of loan are being furnished hereinafter.
Details are as follows:-
| Loan disbursed | Promoters | Related Parties as defined in clause (76) of Section 2 of Companies Act, 2013 | Other than Promoter and related parties | Total (Rs.) |
| Loans repayable on demand | 0 | 0 | 0 | 0 |
| Loans without specifying any terms or period of repayment | 0 | 0 | 0 | 0 |
| Loans with specified terms and period of repayment | 0 | 1,92,19,865.87 | 1,90,15,16,208.06 | 1,92,07,36,074.93 |
| Total Balance as on year end i.e. 31.03.2026 | 0 | 1,92,19,865.87 | 1,90,15,16,208.06 | 1,92,07,36,074.93 |
(iv) Loans under Sections 185 and 186
In our opinion and according to the information and explanations given to us, the Company has not granted any loans, made any investments, or provided any guarantees or security in contravention of the provisions of Section 185 of the Companies Act, 2013. The Company has complied with the provisions of Section 186 of the Companies Act, 2013 to the extent applicable.
(v) Deposits
In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company
(vi) Maintenance of Cost Records
The maintenance of cost records has not been specified 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. Accordingly clause (vi) of the Order is not Applicable to the Company.
(vii) Statutory Dues
a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have been regularly deposited during the year by the Company with appropriate authorities. No undisputed amounts payable in respect of Goods and Services Tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues were in arrears as at 31st March 2026 for a period of more than six months from the date they became payable.
b. There are no statutory dues referred to in sub clause (a) have not been deposited on account of any dispute.
(viii) Unrecorded Income
There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in tax assessments under the Income tax Act, 1961 (43 of 1961).
(ix) Default and Term Loans
a. According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings from any lender. Accordingly, clause 3(ix)(a) of the Order is not applicable to the Company.
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 taken term loan during the Year and the same has been utilized in the ordinary course of Business.
d. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that no funds raised on short-term basis have been used for long-term purposes by the Company.
e. According to the information and explanations given to us and on an overall examination of the financial statements of the Company we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates as defined under the Act. The Company does not hold any investment in any joint venture (as defined under the Act) during the year ended 31 March 2026.
f. According to the information and explanations given to us and procedures performed by us we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate companies (as defined under the Act). The Company does not hold any investment in any joint venture (as defined under the Act) during the year ended 31 March 2026.
(x) Capital Market and Preferential Allotment
a. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and Accordingly clause 3(x)(a) of the Order is not applicable to the Company.
b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) Accordingly clause 3(x)(b) of the Order is not applicable to the Company.
(xi) Fraud
a. Based on examination of the books and records of the Company and according to the information and explanations given to us considering the principles of materiality as outlined in the Standards on Auditing we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
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.
c. The Company has not received the whistle blower complaints during the year. Accordingly, clause 3(xi)(c) of the Order is not applicable to the Company.
(xii) Nidhi Company
According to the information and explanations given to us the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable to the Company.
(xiii) Related Party Transactions
In our opinion and according to the information and explanations given to us the transactions with related parties are in Compliance with Sections 177 and 188 of the Act where applicable and the details of the related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) Internal Audit
a. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.
b. The report of Internal Auditor for the period under audit has been considered by us.
(xv) Non-Cash Transactions with Directors
In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Company Act, 2013 are not applicable to the Company.
(xvi) Registration under Reserve Bank of India Act
a. The Company is registered under section 45-IA of the Reserve Bank of India Act, 1934.
b. In our opinion and according to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
c. In our opinion and according to the information and explanation given to us , the company is not a core investment company as defined in the regulation made by the RBI. Accordingly, reporting under this clause of the order is not applicable to the company.
d. According to the information and explanations provided to us during the course of audit the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions 2016) does not have any CIC.
(xvii) Cash Losses
The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
(xviii) Resignation of Statutory Auditors
M/s. P. D. Randar & Co., Chartered Accountants, Kolkata (Firm Registration No. 319295E), the erstwhile statutory auditors of the Company, resigned during the year ended March 31, 2026. According to the information and explanations given to us, the said auditors communicated their resignation to the Company citing practical difficulties in conducting the audit effectively, as their firm is located in Kolkata whilst the Companys corporate office, where the books of accounts are maintained, is situated in Chennai. We have taken into consideration the issues, objections or concerns, if any, raised by the outgoing auditors, as required under clause 3(xviii) of the Companies (Auditors Report) Order, 2020. Based on our examination of the records and information and explanations provided to us, we report that no material issues, objections or concerns were raised by the outgoing auditors that require reporting.
(xix) Going Concern
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 audit report indicating that Company is not capable of the 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) CSR
As per the computation of net profit u/s 198 of the Companies Act, 2013 (refer Annexure C to this report), the CSR obligation of the Company for FY 2025-26 is ^8,88,244 (being 2% of average net profits of ^4,44,12,182 for the preceding three financial years). The Company has contributed ^8,88,244 towards CSR activities during the year. There are no unspent amounts towards Corporate Social Responsibility (CSR) pertaining to ongoing projects and other than ongoing projects. Accordingly, clause 3(xx)(a) and 3(xx)(b) of the Order is not applicable to the Company.
(xxi) Consolidated Financial Statements
The Company is not required to prepare consolidated financial statement under the provisions of the Act. Accordingly, clause 3(xxi) of the Order is not applicable to the Company.
FOR G.S. CHUGH & ASSOCIATES Chartered Accountants FRN: 008884C
Sd/-
CA GURPREET SINGH CHUGH Managing Partner M.No : 078464 UDIN: 26078464CPJEGX4933
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of REAL TOUCH FINANCE LIMITED of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the Internal financial controls over financial reporting of REAL TOUCH FINANCE LIMITED (the Company) as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Responsibilities of Management and Those Charged with Governance for internal Financial controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, 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 for the Audit of the internal Financial controls with reference to Financial Statements
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls with Reference to 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 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 Limitation of Internal Financial Controls with Reference to 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 to be detected. Also, projections of any evaluation of the internal financial controls 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, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls system over financial reporting were operating effectively as on 31 March, 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 G.S. CHUGH & ASSOCIATES Chartered Accountants FRN: 008884C
Sd/-
CA GURPREET SINGH CHUGH Managing Partner M.No : 078464 UDIN: 26078464CPJEGX4933
Annexure C to the Independent Auditors Report
(Referred to in clause (xx) — Corporate Social Responsibility) Computation of CSR Contribution — FY 2025-26
| Particulars | 31 March 2023 (?) | 31 March 2024 (?) | 31 March 2025 (?) |
| Profit before tax as per P&L Statement* | ?3,73,14,304 | ?3,92,74,124 | ?5,66,48,118 |
| Add: Adjustments as per Sec 198 | |||
| 1. CSR Contribution | - | - | - |
| 2. Any compensation, damages or payments made voluntarily | |||
| 3. Loss of a capital nature including loss on sale of undertaking or part thereof, not including any excess of the written-down value of any asset which is sold, discarded, demolished or destroyed over its sale proceeds or its scrap value | |||
| 4. Any change in carrying amount of an asset or of a liability recognised in equity reserves including surplus in profit and loss account on measurement of the asset or the liability at fair value. | |||
| 5. Loss on sale of immovable property/Fixed Assets (Original cost - WDV) - 198(3)(d) proviso | |||
| Total Additions | - | - | - |
| Less: Deductions as per Sec 198 | |||
| 1. Profits, by way of premium on shares or debentures of the company, which are issued or sold by the company | |||
| 2. Profits on sales by the company of forfeited shares | |||
| 3. Profits of a capital nature including profits from the sale of the undertaking or any of the | |||
| Particulars | 31 March 2023 (T | 31 March 2024 (T | 31 March 2025 (T) |
| undertakings of the company or of any part thereof | |||
| 4. Profits from the sale of any immovable property or fixed assets of a capital nature (Sale value - Original cost) | |||
| 5. Any change in carrying amount of an asset or of a liability recognised in equity reserves including surplus in profit and loss account on measurement of the asset or the liability at fair value. | |||
| 6. Any amount representing unrealised gains, notional gains or revaluation of assets | |||
| Total Deductions | - | - | - |
| Net Profit u/s 198 | ^3,73,14,304 | ^3,92,74,124 | ^5,66,48,118 |
| Average Net Profit for last 3 years [u/s 135(5)] | ^4,44,12,182 | ||
| CSR Contribution @ 2% of Average Net Profit | ^8,88,244 |
* Profit as per P&L statement to include bounties and subsidies received from any Government, or any public authority constituted or authorised in this behalf, by any Government, unless and except in so far as the Central Government otherwise directs.
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.