Satchmo Holdings Ltd Auditor Reports

TO

THE MEMBERS OF

SATCHMO HOLDINGS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of SATCHMO HOLDINGS LIMITED (formerly NEL Holdings South Limited) ("the Company") which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and 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 given to us, the aforesaid standalone financial statements give the information required by the Companies Act ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and 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 of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities 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 (lCAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAls Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the facts mentioned below:

a. Final settlement is pending for Long Island Project where the Company has been rendering maintenance service due to which there is a Disputed Liability of Rs. 1928 lakhs. Revenue has not been recognised since last year on account of the said services provided to the customer. (Refer Note 17 (ii) of the standalone financial statements)

b. No Dues Certificate (NDC) from HDFC Ltd. has not been obtained for a settlement of Rs. 1554 lakhs paid by the Company. The Management has assured that the NDC will be obtained within a short period of time as the matter stands settled. The Management has also asserted that there is no amount payable by the Company in the books of HDFC Ltd. (Refer Note 14(i) of the standalone financial statements)

c. Confirmation of balances as on reporting date in respect of trade receivables, trade payables, vendor advances, advances from customers and other advances have not been provided for our verification. We observe during the course of sample checking that trade payable and advances given amounting Rs. 364 lakhs and 1426 lakhs respectively remains unconfirmed as on reporting date.

d. The Company has not renewed the registration of project "Rio" under the provisions or the Real Estate (Regulation and Development) Act 2016 since 31st March 2019, resulting in non-compliance under the relevant rules and regulations of the Real Estate (Regulation and Development) Act 2016.

e. The Company is yet to clear its old outstanding dues relating to VAT amounting Rs 1259 lakhs.

f. The Managing Director duly appointed by members have intimated the Board in the current year that he would be foregoing his remuneration from his date of appointment in order to comply with the provisions of section 197(1) of the Act, since lenders approval prior to such appointment was not obtained. Accordingly, no managerial remuneration has been accounted for in the books of account in respect of the Managing Director. The board has noted the "Letter of Undertaking" received from the Managing Director for non-acceptance of salary and other remuneration.

Our opinion is not modified in respect of the above.

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; 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 matters	Principal audit procedures
One time settlement (OTS) and partial discharge of Loan to Banks	Audit procedures adopted:
The Company is presently passing through a transitional phase as it is progressing and gradually turning around from the state of consistent losses over the past number of years resulting in negative net worth and negative working capital casting significant doubt on the Companys ability to continue as a going concern to an improved position where dues to Banks have been partly settled through one time settlement and that Bank / Assignee has acknowledged full discharge of all dues unconditionally.	The Management has informed the auditors about the procedures undertaken by the Company in an attempt to recover from the procedural and financial crunch hitherto persisting which is well reflected in the financial statements having net worth turning into positive and the business turning to a positive direction during the year.
We have observed that these settlement of long outstandings were possible through entering into Agreement of transfer with Buyers of certain projects like Plaza.	Regarding the matter relating to HDFC Ltd., the Company has informed that it has initiated the discussion with the lender in line with intimations to the Company in the OTS letter dated 06.06.2023, though the lender is yet to issue No Dues Certificate.
	We have verified the OTS letter dated 4 August, 2025 along with books of account. Further the No Dues Certificate dated 30th December, 2025 from JCF ARC were checked and recorded as audit evidence by us thereby closing the JCF ARC portion.
	We have verified agreements in respect of sale of projects like Plaza with reference to books of account and bank statements.
Dismissal of NCLT matter	Audit procedures adopted:
The Company had earlier, on July 22, 2024, intimated the Exchange regarding the filing of an application for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") filed by JCF Asset Reconstruction Company (ARC) against the Company.	The Management had shared with the auditors the status of CIRP filed by JCF ARC against the Company.
The Company had confirmed dated October 18, 2025 the full payment of the OTS amount of Rs. 70 crores within the agreed timeline, pursuant to which the ARC has discharged the underlying mortgage and returned the original title documents through the Security Trustee, Vistra ITCL (India) Limited.	They have provided the Joint Memorandum for Settlement of the Petition dated September 4, 2025 filed with the NCLT, which stipulated the payment of Rs. 70 crore by September 30, 2025, as a condition for disposing of the case.
On November 6, 2025, the Company intimated the Exchange regarding revocation of the in-principle One-Time Settlement (OTS) dated August 4, 2025, originally granted by the ARC to the Company and its two Wholly Owned Subsidiaries.	We were intimated that the NCLT, Bengaluru Bench, passed an order on November 20, 2025, dismissing the application for initiation of CIRP. The same was duly verified by us from the NCLT portal.
The Company disputed the revocation of the OTS and took appropriate legal recourse. Insolvency proceedings initiated by JCF ARC against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, were subsequently heard by the National Company law Tribunal, Bengaluru Bench. Upon hearing the matter, the NCLT, Bengaluru Bench passed an order disposing of the said insolvency proceedings and with this the application filed for initiation of CIRP under Section 7 of IBC was dismissed.	The Management have provided us the registered Discharge Deed executed by Vistra ITCL (The security trustee held the original title deeds for the properties mortgaged by Satchmo Holdings and its subsidiaries as security for the debt facilities) on October 16, 2025. This confirms that the security interest over the mortgaged properties has been formally extinguished.
	The Company has accordingly intimated the Exchange on 20.11.2025 in compliance with the disclosure obligations under Regulation 30 of the Listing Regulations about the Disposal of IBC Application.
	We have noted the intimation filed with the Exchange on 30.12.2025 by the Company of in-principle full and final one time settlement of its outstanding debt facilities from JCF ARC.
	We have also verified the No Dues Letter issued by JCF ARC on 30.12.2025 towards full and final settlement of outstanding settlement amount of Rs. 70 crores. Additionally, the letter towards release of share certificates issued by YES Bank dated 30.12.2025 were verified.
Statutory Liabilities were settled including Income-tax and GST	Audit procedures adopted:
As per the records of the Company and information and explanations provided to us, the Company had earlier been irregular in depositing the undisputed statutory dues, including provident fund, income-tax, value-added tax, Goods and Services tax, cess, etc. Presently the Company is regular in depositing undisputed statutory dues as, in addition to the payment of GST RCM amounting Rs.53.75 lakhs (GST RCM paid in April 2026 is Rs.0.12 lakhs), the Company had deposited Rs.101.10 lakhs to the Income Tax Department against the tax deducted from vendors (TDS) pertaining to earlier years and Rs 72.03 lakhs for current year aggregating Rs.173.13 lakhs. Provident Fund dues as on the reporting date is Rs 1.63 lakhs against which Rs.1.63 lakhs was paid in April 2026.	The Management has provided to the auditors the details of statutory payments discharged during the year.
	We have verified the status of statutory dues such as TDS, GST, PF, ESI, Professional Tax, Labour Welfare Fund, NPS, VPF and VAT with reference to challans/online receipts, returns filed and books of account on a test-check basis. No material discrepancies were observed. However, there is an outstanding VAT liability to the tune of Rs. 1259 lakhs as on 31st March 2026.

Responsibilities of the Management and those Charged with Governance for the Standalone Financial Statements

These standalone financial results have been prepared on the basis of the standalone financial statements. The Companys Board of Directors is responsible for the preparation of these financial results that give a true and fair view of the net profit for the year ended 31^st March, 2026 and other comprehensive income and other financial information of the Company in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant Rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 Standalone Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, 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 are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

• Identify and assess the risks of material misstatement of the standalone financial results, 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of Boards 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 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.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

• The Company has stepped back / separated from certain projects under development and had transferred those projects to other developers/ landowners through the Memorandum of Understanding (MOU) or Business Transfer Agreement (BTA). The Company is in the process of withdrawing/exiting from the existing projects as the Company is shifting its focus to other areas and have accordingly altered the Objects Clause in its Memorandum of Association.

• The Company will primarily act as an Investment and Holding Company in future.

• After clearance of JCF ARC loans - both the existing real estate companies viz., Northroof Ventures Private Limited and Marathalli Ventures Private Limited were transferred and the share purchase agreements signed. Documents pertaining to the share transfer details of Northroof equity shares evidencing Northroofs cessation as a subsidiary of the Company has been filed by the Company. The Management has informed about cessation of Northroof as a subsidiary of the Company effective 1^st January, 2026. (Refer Note 6(iii) of the standalone financial statements)

• The Company has informed the Stock Exchange (BSE) on January 10 and 16, 2026 under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding divestment of wholly owned subsidiary Marathalli Ventures Pvt. Ltd. (MVPL) by sale of 90% holdings of the Company to the new investor and has further divested its balance 10% holdings also in MVPL as per the terms agreed by the Board of Directors of the Company and accordingly 100% of shares of MVPL stands divested, in its absolute discretion. The shareholders of the Company are informed that the sale of shares held with the Company to the new investor in MVPL is as per the terms of the Share Purchase Agreement entered into with MVPL. Further, in accordance with the terms of this Share Purchase Agreement, during the transition period, the Company shall provide handholding support and shall bear sole responsibility for the satisfaction and performance of the conditions precedent and conditions subsequent, including certain pending litigations and the implementation of related resolutions, for the next few months. (Refer Note 6(iii) of the standalone financial statements)

• A wholly owned subsidiary company - Satchmo Foods Private Limited was incorporated on 28^th January 2025.

• A new wholly owned subsidiary company - Satchmo Services Private Limited was incorporated on 21 January 2026. This company will be primarily doing business in facilities management and allied services and promote the new business of all types of facility management services including but not limited to business support services, combined facilities support services.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the 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, the Statement of Changes in Equity and Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) The aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

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 director is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure -B. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting for the reasons stated therein.

g) In terms of the provisions of section 197(16) of the Companies Act, 2013 and according to the information, representation and explanation given to us by the management, no managerial remuneration has been paid/provided during the year apart from remuneration paid to one executive director in his operational capacity working also as Chief Financial Officer of the Company.

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) Amendment Rules, 2021, 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 pending litigations on its financial position in its standalone financial statements. (Refer Note 34 of the standalone financial statements).

ii. According to the information and explanation given by the management, the Company did not have any long-term contracts including derivative contracts for which 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 notes to the accounts, 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, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend is declared or paid by the Company during the year and hence, compliance with section 123 of the Companies Act, 2013 is not applicable to the Company.

vi. Based on our examination which included test checks, the Company has changed the accounting software ( from SAP to Tally Prime Gold ) from 1^st April 2024 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 audit trail feature being tampered with.

Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable to the Company with effect from April 1, 2023, and reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirement for record retention is in place (both for the previous and existing Accounting Software) for the financial year ended March 31, 2026.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

"Annexure A" referred to in our report to the members of Satchmo Holdings Limited under the heading Report on Other Legal an d Regulatory Requirements of our report at even date.

We report that:

i. (a) (A) The Company has maintained proper records showing the necessary particulars including quantitative details and description

of Property, Plant and Equipment. Further, details on location need to be incorporated in the Fixed Assets Register.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) According to the information and explanation given to us, the Company follows a policy of physical verification of the Property, Plant and Equipment in a phased manner over a period of three years. Some of the assets have been physically verified by the management during the year and no material discrepancies were noticed. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Based on our examination of records and according to the information and explanation given to us, the title deeds of the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee details of which are given below) disclosed in the financial statements are held in the name of the company.

1. The Company had, since 30^th March 2023, obtained a Right to Use 87,500 sq. ft. of area at Commissariat Road Property through Deed of Settlement of various advances against which the agreement for use and terms and condition are yet to be entered into with the parties.

2. The Company had on January 8, 2026 entered into an agreement of lease with M/s Nitesh Infrastructure and Constructions for lease of super built area measuring 2,500 Sq ft for a period of seven years commencing from 1.1.2026

(d) The Company has not revalued any of its Property, Plant and Equipment or any intangible assets during the year.

(e) According to the information, explanations and management representations provided to us, the Company is neither holding any Benami property nor any proceeding has been initiated or is pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii. (a) The Company is engaged in the business of real estate development and related services and holds inventories in the form of land, developed properties and properties under development. Having regard to the nature of inventory, the management has conducted physical verification of inventory by way of verification of Joint Development Agreements (JDA), site visits conducted and certification of extent of work completion by competent persons, at reasonable intervals during the year. However, in respect of certain projects, certificates of competent authority in respect of work completion has not been provided to us. Accordingly, we are unable to comment on whether material discrepancies, if any, have been properly dealt with in the books of account in such cases.

(b) According to the information and explanation given to us, the Company was not sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets at any point of time during the year. Hence, filing of returns or statements to Banks or Financial Institution is not applicable to Company.

iii. According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. However, during the year, the Company has granted advances in the ordinary course of business to the following subsidiaries and other parties. In this respect, we report as below:

(a) The Company has provided unsecured advances in the ordinary course of business to its subsidiaries and other related parties.

(A) With respect to advances given to its subsidiaries, the following information was made available to us:

Name of Companies/ Parties	Relation with the Company	Amount provided during the year	Outstanding Balance as on 31.03.2026
Satchmo Foods Private Limited	Subsidiary	791.20 (Note)	-
Satchmo Services Private Limited	Subsidiary	9.66 (Note)	-

Note: During the year the Company had advanced Rs. 791.20 lakhs and Rs. 9.66 lakhs to its wholly owned subsidiaries Satchmo Foods Private Limited and Satchmo Services Private Limited respectively which were converted into investments of 6637495 and 96600 equity shares of Rs. 10 each in the respective wholly owned subsidiaries.

(B) With respect to advances given to related parties other than subsidiaries, the following information was made available to us:

Name of Companies/ Parties	Relation with the Company	Amount provided during the year	Outstanding Balance as on 31.03.2026
Nitlogis Private Limited	Related Party	0.90	461.95
Northroof Ventures Private Limited	Related Party	1014.92	659.36
Nitesh Infrastructure and Constructions	Related Party	200.00 [Note (a)]	119.03
Total		1215.82	1240.34

Note (a): Security Deposit paid for Office Space vide Agreement dated January 8, 2026.

(b) The Company had provided advances to subsidiaries which were converted into investments in subsidiaries (including a newly incorporated subsidiary) during the financial year. The Company has transferred some of its projects and had partly settled its dues to Bank and is presently diversifying into new areas of business like Foods and Maintenance Services. Accordingly the investments made as indicated above are not prejudicial to the interest of the Company.

(c) There were advances given to related parties during the year. We were not provided with any details of terms of advances or otherwise and accordingly we cannot comment on the regularity of the receipts and repayments.

(d) Total amount of advances outstanding as per the financial statements is shown at Rs. 1240.34 Lakhs (including security deposit given to Nitesh Infrastructure and Constructions ). In the absence of necessary documents and information and explanation in the matter, we are unable to conclude whether any amount is overdue. We are not aware of the steps taken by the Company towards the recovery of these advances. However, the agreement containing the terms relating to security deposit given to Nitesh Infrastructure and Constructions was furnished to us.

(e) In the absence of necessary information, we are unable to comment on whether the above amount outstanding has fallen due during the year or whether any renewal or extension has taken place. However, fresh advances were given to related parties amounting to Rs. 1215.82 Lakhs which constitutes 98% of total outstanding dues.

(f) In the absence of necessary documents, advances given to related parties / Companies are without specifying any terms or period of repayment. The aggregate amount of advances/ loans granted to such related parties specified under sub-section (76) of section 2 of the Companies Act is Rs. 1240.34 Lakhs which constitutes 100% of the total loans granted.

iv. According to the information and explanation given to us and on the basis our examination of books and records, the Company has complied with provisions of sections 185 and 186 of the Act with regard to payments made to related companies amounting Rs 1215.82 lakhs during the current financial year and for the investment in wholly owned subsidiaries.

v. Based on our examination of records and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the relevant rules made thereunder. Hence, reporting under clause 3(v) of the Order is not applicable.

vi. To the best of our knowledge and according to the information and explanations given to us, the Central Government has prescribed for the maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Act, and are of the opinion that prima facie, the necessary accounts and records have been made and maintained.

vii. (a) As per the records of the Company and according to the information and explanations provided to us, the Company is generally regular in depositing the undisputed statutory dues including Goods and Service Tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value-added tax, cess and other applicable statutory dues to the appropriate authorities.

As informed to us, there are no undisputed statutory due amounts which were outstanding as at 31st March 2026 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following are the disputed statutory dues which have not been deposited by the Company as on 31st March, 2026.

Name of the statute	Nature of the dues	Period to which the amount relates	Amount in Rs. Lakhs	Forum where dispute is pending	Amount paid under protest
Income-tax Act	Income Tax under section 269SS	AY 2009-10	294.82	JCIT (Appeals)	-
	TDS	FY 2017-18	6.54	JCIT (Appeals)	-
KVAT Act	VAT	FY 2014-15	113.51	DCCT (A)	-
	VAT	FY 2016-17	140.28	CTO (A)	-
	VAT	FY 2017-18	29.54	DCCT (A)	-

viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions not recorded in the books of account as income during the year in respect of tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. However, No Dues Certificate from one of the lender banks is pending which according to the Management is expected within a short period of time.

(b) According to the information, representation and explanation given to us and on the basis of examination of records made available to us, the Company has not been declared a wilful defaulter by the bank and the financial institution.

(c) The Company has no term loans outstanding as on the Balance Sheet date though as indicated above in xi (a) No Dues Certificate from one of the lender banks is still pending which according to the Management is expected within a short period of time. As per representation of the Management term loans were applied for the purpose for which the loans were obtained by the Company.

(d) According to the information and explanation provided to us, the Company has not raised any funds on short term basis during the year. Accordingly, clause ix (d) is not applicable.

(e) According to the information, representation and explanation provided to us, the Company has not taken any funds during the year from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanation provided to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate company.

x. (a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under clause 3 (x) (a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year. Hence, reporting under clause 3 (x) (b) of the Order is not applicable to the Company.

xi. According to the information, representation and explanations given to us by the management,

(a) No fraud on or by the Company has been noticed or reported during the year. Accordingly, the provision of clause 3 (xi) of the said order is not applicable.

(b) No report under sub-section (12) of Section 143 of the Companies Act has been filed by us in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) The Company has not received any whistle-blower complaints during the year.

xii. The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us by the management, all transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the standalone financial statements etc., as required by the applicable accounting standards. The management has provided us with extracts of the board meetings in respect of these transactions with related parties, however, the nature of such transactions and underlying documents in support of the same have not been provided to us.

xiv. According to the information and explanations given and on the basis of examination of records made available to us,;

(a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The report of the Internal Auditors for the period under audit was provided to us and hence the same was considered for our statutory audit purpose.

xv. According to the information and explanations given to us and as represented to us by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provision of clause 3(xv) of the Order is not applicable.

xvi. According to the information and explanations and representation given to us:

(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities. Accordingly, reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) The Group does not have any Core Investment Company. Accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii. According to information and explanation given to us and on the basis of our examination of books of account, the Company had not incurred any cash losses in the financial year and in the immediately preceding financial year.

xviii. There has not been any resignation of the statutory auditors during the year. Hence the reporting under clause 3 (xviii) of the Order is not applicable to the Company.

xix. In our opinion and according to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, knowledge of the Board of Directors and Management plans, we are of the opinion that material uncertainty does not exist as on the date of audit report such that the Company may not be 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.

xx. According to the information and explanations given to us, the provisions of section 135 of the Companies Act is not applicable to the Company. Hence, reporting under clause 3(xx) of the Order is not applicable to the Company.

"Annexure-B" to the Independent Auditors Report

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 Satchmo Holdings Limited (herein after referred to as "the Company") as of 31st March, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the effects/possible effects of the material weaknesses described in Basis for Qualified Opinion paragraph below on the achievement of the objectives of the control criteria over financial reporting, there is an urgent requirement for the management to design control procedures for recording and documentation of transactions and financial approvals of the Company and also for complying with the various provisions of the applicable acts which as a whole are directly related to the effectiveness of the Internal Control Functions over Financial Reporting of the Company, considering the essential component of internal control as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Basis for Qualified Opinion

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

According to the information and explanations given to us and based on our audit procedures, the following material weaknesses have been identified in the Companys internal financial controls over financial reporting as at 31st March, 2026.

a) The Company did not have complete system of obtaining year-end balance confirmation certificates in respect of trade receivables, trade payables, vendor advances, advance from customers and other advances.

b) The Company did not have an appropriate internal control system to ascertain the realizable value of Inventory and also does not have a documented system of regular inventory verification.

c) The Company did not have an appropriate internal control system to ascertain the net realizable value of financial assets and the system for conducting impairment testing to ascertain the actual value of the asset to be carried in the books of account.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2026 standalone financial statement of the Company, and these material weaknesses have affected our opinion on the standalone financial statement of the Company and we have issued our opinion on the standalone financial statement.