To,
The Members of Seemax Resources Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying the Standalone Financial Statements of Seemax Resourses Limited (the Company),whichcomprisetheBalancesheetasat March31,2026,theStatementofProfitandLossandtheCashFlow Statementfortheperiodendedonthatdate,andnotestothefinancialstatements,includingasummaryofsignificant accounting policies and other explanatory information (hereinafter referred to as the Standalone Financial Statements).
Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,theaforesaidFinancial StatementsgivetheinformationrequiredbytheCompaniesAct,2013(theAct)inthemannersorequiredandgiveatrue and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit 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 (SAs) 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 the Financial Statements" section of our report. We are independentoftheCompanyinaccordancewiththeCodeofEthicsissuedbytheInstituteofCharteredAccountantsof IndiatogetherwiththeethicalrequirementsthatarerelevanttoourauditoftheStandaloneFinancialStatementsunder theprovisionsoftheCompaniesAct,2013andtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilities in accordance with these requirements and the 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 judgment, were of most significance in our audit of the financial statements of the financial year ended 31st March 2026. These matters were addressed in the context ofour 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.
| Sr Key Audit Matter No. | How our audit addressed the key audit matter |
| 1 Subsequent to 31 March 2026, the Company completed its Initial Public Offer comprising a fresh issue of 14,00,000 equity shares at an issue price of Rs. 141 per share, aggregating to Rs. 1,974.00 lakhs. The equity shares of the Company were listed on the BSE SME platform on 7 July 2026. Considering the significance of the transaction and its impact on the financial statements and related disclosures, we considered this matter to be of most significance in our audit. | We performed the following audit procedures, amongst others: |
| We obtained and reviewed the Prospectus/RHP and relevant documents relating to the IPO and listing. | |
| We verified the details of the fresh issue, issue price and number of shares issued. | |
| We verified the subsequent receipt of IPO proceeds and related bank records. | |
| We assessed the accounting treatment and evaluated the adequacy of disclosures relating to the IPO and listing as a subsequent event. | |
| 2 Grant of Unsecured Loans to Related Parties & NonCompliance with Sections 185 & 186 | We performed the following audit procedures, amongst others: |
| Aggregate Loans: The Company granted unsecured loans of Rs.1,352.14 Lakhs (closing balance: Rs. 634.74 Lakhs). | Governance & Controls: Tested internal controls over loan approvals, disbursements, and monitoring. |
| Interest-Free Director Loans: Granted Rs. 16.41 Lakhs to Mr. Amit Trivedi and Rs.0.32 Lakhs to Mrs. Seema Trivedi with zero interest, violating Section 186(7) and arms length norms. | Statutory Compliance: Assessed compliance with Sections 185 and 186 of the Companies Act, 2013, including required interest benchmarking. |
| Section 185 Non-Compliance: Unsecured loans given to directors/promoters and a proprietorship concern (Seemax Industries) breach Section 185 restrictions. | Agreement & Substantive Testing: Examined loan agreements, tested balances, confirmed interest rates, and obtained balance confirmations. |
| No Repayment Terms: 100% of loans granted have no defined repayment schedule, increasing recoverability and default risks. | Recoverability & Disclosures: Evaluated managements assessment of recoverability for loans without terms and verified CARO 2020 and Related Party disclosures. |
Information other than the Standalone Financial Statements and Auditors Report Thereon
The Board of Directors of the Company is responsible for the other information. The other information comprises the information included in the operational highlights, Directors Report and its annexure, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholders information and performance trend, but
Our opinion ontheStandalone Financial Statements does not cover the otherinformation and we donot 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.
Managements Responsibility for the Financial Statements
TheBoardofDirectorsoftheCompanyisresponsibleforthemattersstatedinSection134(5)oftheActwithrespecttothe preparationoftheseFinancialStatementsthatgiveatrueandfairviewofthefinancialposition,financialperformance and cash flows of the Company in accordance with the accounting principles generally accepted in India.
Thisresponsibilityalsoincludesmaintenanceofadequateaccountingrecordsinaccordancewiththeprovisionsofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selectionandapplicationofappropriate implementationand maintenanceof accountingpolicies;makingjudgments 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,relevanttothepreparationandpresentationoftheFinancialStatementthatgiveatrueandfairviewandare free from material misstatement, whether due to fraud or error.
InpreparingtheStandaloneFinancialStatements,theBoardofDirectorsisresponsibleforassessingtheCompanysability tocontinueasagoingconcern,disclosing,asapplicable,mattersrelatedtogoingconcernandusingthegoingconcern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for Audit of the Standalone Financial Statements
OurobjectivesaretoobtainreasonableassuranceaboutwhethertheStandaloneFinancialStatementsasawholeare freefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanauditorsreportthatincludesouropinion. Reasonableassuranceisahighlevelofassurance,butisnotaguaranteethatanauditconductedinaccordancewith SAs will always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are consideredmaterialif,individually,orintheaggregate,theycouldreasonablybeexpectedtoinfluencetheeconomic 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 scepticism throughout the audit. We also :
a. 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 appropriatetoprovideabasisforouropinion.Theriskofnotdetectingamaterialmisstatementresultingfromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriateinthecircumstances.Undersection143(3)(i)oftheCompaniesAct,2013,wearealsoresponsiblefor expressingouropiniononwhethertheCompanyhasadequateinternalfinancialcontrolssysteminplaceandthe operating effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Responsibilities for Audit of the Standalone Financial Statements
d. Concludeontheappropriatenessofmanagementsuseofthegoingconcernbasisofaccountingand,basedon theaudit evidence obtained,whethera material uncertaintyexists relatedto eventsorconditionsthatmaycast 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 StandaloneFinancialStatementsor,ifsuchdisclosuresareinadequate,tomodifyouropinion.Ourconclusionsare basedontheauditevidenceobtaineduptothedateofourauditorsreport.However,futureeventsorconditions may cause the Company to cease to continue as a going concern.
e. Evaluatetheoverallpresentation,structureandcontentofthefinancialstatements,includingthedisclosures,and whetherthefinancial statements representtheunderlyingtransactions andevents ina mannerthat achievesfair presentation.
Wecommunicatewiththosechargedwithgovernanceregarding,amongothermatters,theplannedscopeandtiming oftheauditandsignificantauditfindings,includinganysignificantdeficienciesininternalcontrolthatweidentifyduring 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.
Fromthematterscommunicatedwith thosecharged withgovernance,wedetermine thosematters thatwereofmost significanceintheauditoftheFinancialStatementsofthecurrentperiodandarethereforethekeyaudit matters.We describe these matters in our Auditors Report unless law or regulation precludes public disclosure about the matteror when,inextremelyrarecircumstances,wedeterminethatamattermustnotbecommunicatedinourreportbecause the adverse consequences of doing so will reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. AsrequiredbytheCompanies(AuditorsReport)Order,2020(Order),issuedbytheCentralGovernmentofIndiain termsofsub-section(11)ofsection143oftheAct,wegiveinthe Annexure A,astatementonthemattersspecified 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) Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeand 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) TheBalanceSheet,theStatementofProfitandLossandtheCashFlowsStatementdealtwithbythisreportare in agreement with the books of account ;
d) Inouropinion,theaforesaidStandaloneFinancialStatementscomplywiththeAccountingStandardsspecified under Section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 as amended;
e) On the basis of written representations received from the directors as on March 31, 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act ;
f) WithrespecttotheadequacyoftheInternalFinancial ControlwithreferencetoFinancialStatementsofthe Companyandtheoperatingeffectivenessofsuchcontrols,refertoourseparateReportin Annexure B ;Our reportexpressesanunmodifiedopinionontheadequacyandoperatingeffectivenessoftheinternalfinancial controls with reference to financial statements.
g) WithrespecttotheothermatterstobeincludedintheAuditorsReportinaccordancewiththerequirements of section 197(16) of the Act, as amended :
Report on Other Legal and Regulatory Requirements
In our opinion and to the best of our information and according to the explanations given to us, the remunerationpaidbytheCompanytoitsdirectorsduringtheperiodis inaccordancewiththeprovisionsof section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies(AuditandAuditors)Rules,2014,asamended,inouropinionandtothebestofourinformationand according to the explanations given to us :
i. i. The Company has the following outstanding statutory demands / matters pending before the respective authorities:
a. Income Tax: The Company has an outstanding income tax demand of 46,41,870 (Rupees Forty-Six Lakh Forty-One Thousand Eight Hundred Seventy only), together with applicable interest, relating to AssessmentYear2025-26,arisingonaccountofshortpaymentofSelf-AssessmentTaxduetomismatchin challan details. The matter is pending before the Income Tax Department and the Company is taking appropriatestepsforrectification/resolution.Thefinancialimpact,ifany,shallbesubjecttotheoutcome of such proceedings.
b.GoodsandServicesTax:AdemandwasraisedagainsttheCompanyvideOrder/FormGSTDRC-07 bearingReferenceNo.ZD240324059004Udated30March2024,forthefinancialyear2018-19,inrelation to excess availment/utilisation of Input Tax Credit. The demand as per the said order amounted to 13,83,019 (Rupees Thirteen Lakh Eighty-Three Thousand Nineteen only), comprising tax, interest and penalty. As per the outstanding demand reflected on the GST portal, an amount aggregating to 13,17,283 (Rupees Thirteen Lakh Seventeen Thousand Two Hundred Eighty-Three only) is presently outstanding,comprisingCentralTaxdemandof 12,94,554andStateTaxdemandof 22,729.Thematter is pending with the GST authorities and the financial impact, if any, shall be subject to the ultimate outcome/resolution of the matter.
c. Tax Deducted at Source (TDS): The Company has outstanding TDS demands as reflected on the TRACES portal,pertainingtovariousfinancialyears.TheoutstandingdemandscompriseprocessedTDSdemands relatingtoearlieryears,includingdemandsof 210, 18,600and 3,740forFinancialYears2023-24,2024-25and2025-26,respectively,alongwithotheroutstandingdemandspertainingtoearlierfinancialyears. ThematterispendingwiththeIncomeTax/TDSauthorities,andtheCompanyistakingappropriatesteps forreconciliation,rectificationand/orresolutionofthesaiddemands.Thefinancial impact,ifany,shall be subject to the outcome of such proceedings.
ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses.
iii. TherewerenoamountswhichwererequiredtobetransferredtotheInvestorEducationandProtection Fund by the Company.
iv. a. TheManagementhasrepresentedthat,tothebestofitsknowledgeandbelief,nofunds(whichare materialeitherindividuallyorintheaggregate)havebeenadvancedorloanedorinvested(either fromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)bytheCompanytoor in any other person or entity, including foreign entity (Intermediaries), with the understanding, whetherrecordedinwritingorotherwise,thattheIntermediaryshall,whether,directlyorindirectly lendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfofthe Company(UltimateBeneficiaries)orprovideanyguarantee,securityorthelikeonbehalfofthe Ultimate Beneficiaries;
b. TheManagement has represented,that,to thebestofits knowledgeand belief,no funds (which arematerialeitherindividuallyorintheaggregate)havebeenreceivedbytheCompanyfromany personorentity,includingforeignentity(FundingParties),withtheunderstanding,whetherrecorded inwritingorotherwise,thattheCompanyshall,whether,directlyorindirectly,lendorinvestinother 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
Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend in the year and hence reporting requirement for compliance with Section 123 of the Act is not applicable
Report on Other Legal and Regulatory Requirements
vi. Based on our examination, including test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31 March 2026. However,the audit trail (edit log) feature was not maintained / made available for our verification in respect of the relevant transactions recorded in the accounting software.
Further,themanagementdidnotprovidetherequisiterecordsandaudittrail logsforourexamination. Accordingly,weareunabletocommentonwhethertheaudittrailfeaturewasenabledandoperated throughouttheyearforallrelevanttransactions,whethertherewereanyinstancesoftamperingwiththe audit trail, and whether the audit trail has been preserved by the Company in accordance with the applicable statutory requirements for record retentionunder the proviso to Rule3(1)of the Companies (Accounts) Rules, 2014.
Annexure - A to the Independent Auditors Report
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)
Based on the Audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations giventousandthebooksofaccountsandotherrecordsexaminedbyusinthenormalcourseofaudit, we report that:
1. I.In respect of the Companys Property, Plant and Equipment and Intangible Assets:
(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company is maintaining proper records showing full particulars of intangible assets.
(b) TheCompanyhasaregularprogramofphysicalverificationofitsproperty,plantandequipmentbywhichthe property, plant and equipment are verified in phased manner. In our opinion, the periodicity of physical verificationisreasonablehavingregardtothesizeoftheCompanyandthenatureofitsassets.Nomaterial discrepancies were noticed on such verification during the period.
(c) Thetitledeedsofallimmovableproperties(otherthanthosethathavebeentakenonlease)disclosedinthe financial statements included in (Property, Plant and Equipment & Capital Work in Progress) are held in the name of the company as at the balance sheet date. In respect of immovable properties that have been takenonleaseanddisclosedinthefinancialstatements(asProperty,PlantandEquipment)asatthebalance sheet date, the lease agreements are duly executed in favour of the company.
(d) The Company has not revalued any of its Property, Plant and Equipment and intangible assets during the period.
(e) NoproceedingshavebeeninitiatedorarependingagainsttheCompanyforholdinganybenami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
2. In respect of Inventories and Working Capital Credit Facility
(a) InventorieswerephysicallyverifiedduringtheyearbytheManagementatreasonableintervals.Thecoverage and procedure of such verification by the management is appropriate having regard to the size of the company and nature of its operations. Nodiscrepancies of 10% ormore inthe aggregate foreachclassof inventories were noticed on physical verification of inventories when compared with books of account
(b) TheCompanyhasnotbeensanctionedworkingcapitallimitsinexcessof 5crore,inaggregate,atanypoint of time during the year, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of this clause are not applicable to the Company.
3.
In respect of Investment made, guarantee or security provided and granted any loans or advances in nature of loans
(a) Duringtheperiod,theCompanyhasnotmadeanyinvestments,hasnotprovidedanyguaranteeorsecurity howeverhasgrantedunsecuredloanstoparties.Theaggregateamountduringtheperiod,andthebalance outstandingattheBalance-Sheetdatewithrespecttosuchloanstosubsidiaries,jointventuresandassociates and to parties other than subsidiaries, joint ventures and associates are as per table given below :
Amount in lakhs
| Guarantees | Security | Loans | Advances in nature of loans | |
| Aggregate amount during the period | ||||
| Subsidiaries | - | - | - | - |
| Joint Ventures | - | - | - | - |
| Associates | - | - | - | - |
| Others | - | - | 1,352.14 | - |
| Balance outstanding as at balance sheet date | ||||
| Subsidiaries | - | - | - | - |
| Joint Ventures | - | - | - | - |
| Associates | - | - | - | - |
| Others | - | - | 634.74 | - |
(b) In our opinion, the unsecured loans granted during the period are, prima facie, not prejudicial to the Companys interest except as under:
Details of such non-compliant loans are as follows:
"Duringthefinancialperiod,theCompanyhasgivenunsecuredloanstoitsdirectors,namelyMr.AmitTrivedi amountingto 16.41lakhsandMrs.SeemaTrivediamountingto 0.32lakhs.Theseloanshavebeengrantedat Nil interest rate. In our opinion, the terms and conditions of these loans are prima facie prejudicial to the interestoftheCompanyastheydonotcarryanyinterestcharge,resultinginnon-compliancewiththearms-length benchmarking and statutory provisions applicable to limited companies."
(c) According to the information and explanations given to us, repayment of loan instalments together with interest, wherever stipulated, are regular.
(d) According to the information and explanations and based on our audit procedures, there is no overdue amount remains outstanding as at the period end.
(e) Noneoftheloanoradvanceinthenatureofloan,grantedandhasfallendueduringtheperiod,hasbeen renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.
(f) Companyhasnotgrantedloanswithoutspecifyinganytermsorperiodofrepaymentasdefinedinclause(76) of section 2 of the Companies Act, 2013, Except;
Amount in lakhs
| Other | Promoters | Related Parties | Total | |
| Aggregate of loans/advances in nature of loan | ||||
| Repayable on demand - (A) | - | - | - | - |
| Agreement does not specify any terms or period of repayment - | 185.37 | 1,166.77 | 1,352.14 | |
| Total (A+B) : | - | 185.37 | 1,166.77 | 1,352.14 |
| Percentage of loans/advances in nature of loan to the total loans | 13.71% | 86.29% | 100.00% |
4. In respect of compliance of section 185 and 186 of the Act
The Company has granted unsecured loans to its directors/promoters, namely Mr. Amit Trivedi and Mrs. Seema Trivedi, and to Seemax Industries, a proprietorship concern of Mr. Amit Trivedi. Based on the information and explanations given to us, the Company has not complied with the applicable provisions of Section 185 of the Companies Act, 2013 in respect of the aforesaid loans.
Further, the loans granted to Mr. Amit Trivedi and Mrs. Seema Trivedi are interest-free and, accordingly, the Company has not complied with the provisions of Section 186(7) of the Companies Act, 2013 in respect of such loans.InrespectoftheloangrantedtoSeemaxIndustries,interesthasbeenchargedattherateof24%perannum and, accordingly, no non-compliance with Section 186(7) has been observed in respect of the rate of interest charged on such loan.
Details of such non-compliant loans are as follows:
Amount in lakhs
| Name of the Party | Amount of Loan | Interest Charged |
| Amit Trivedi | 16.41 | Nil |
| Seema Trivedi | 0.32 | Nil |
5. In respect of deposits
The Company has not accepted deposits or amounts which are deemed to be deposits, during the year. Accordingly reporting under paragraph 3 clause (v) does not arise.
6. In respect of maintenance of cost records
Themaintenanceofcostrecordsundersub-section(1)ofSection148oftheCompaniesAct,2013isnotapplicable to the Company. Accordingly, the provisions of clause 3(vi) of the Order are not applicable to the Company.
7. In respect of deposit of statutory liabilities
(a) Accordingtotheinformationandexplanationsgiventousandbasedonourexaminationoftherecordsofthe Company,theCompanyhasgenerallybeenregularindepositingundisputedstatutoryduesincludingGoods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs,dutyofexcise,valueaddedtax,cessandotherstatutorydues,asapplicable,withtheappropriate authorities,exceptforcertainoutstandingstatutorydemandsrelatingtoIncome-tax,GoodsandServicesTax and Tax Deducted at Source.
The Company has not disputed the aforesaid demands and no appeal, rectification application or other proceedings have been initiated against such demands as at the date of this report. Accordingly, such amounts have been considered as undisputed statutory dues. The particulars of undisputed statutory dues which were outstanding for a period of more than six months from the date they became payable, as at March 31, 2026, are given below:
| Name of Statute | Nature of Dues | Amount Outstanding ( ) | Period to which the amount relates |
| Income-tax Act, 1961Income-tax Demand | 46,41,870* | Assessment Year 2025-26 | |
| Central Goods and | GST Demand | 13,17,283 | Financial Year 2018-19 |
| Services Tax Act / State Goods and Services Tax Act | |||
| Income-tax Act, 1961Tax Deducted at Source | 23,840 Demand | Various Financial Years from | FY 2017-18 to FY 2025-26 |
* Exclusive of applicable interest, if any.
(b) Accordingtotheinformationandexplanationsgiventousandbasedonourexaminationoftherecordsofthe Company,therearenostatutoryduesreferredtoinsub-clause(a)abovewhichhavenotbeendepositedon account of any dispute as at March 31, 2026.
8. In respect of unrecorded income
There were no transactions relating to previouslyunrecorded income that have beensurrenderedor disclosedas income during the period in the tax assessments under the Income Tax Act, 1961.
9. In respect of loans, borrowings, and utilization of funds so availed
(a) Accordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecords oftheCompany,theCompanyhasnotdefaultedinrepaymentofloansorotherborrowingsorinpaymentof interest thereon to any lender.
(b) The Company has not been declared willful defaulter by any bank or financial institution or other lender.
(c) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.
(d) OnanoverallexaminationoftheStandaloneFinancialStatementsoftheCompany,fundsraisedonshort-term basis have, prima facie, not been used during the period for long-term purposes by the Company.
(e) The company did not have any subsidiary or associate or joint venture during the year.
Accordingly, reporting under paragraph 3 clause (ix)(e) & (f) of the order does not arise.
10. In respect of money raised by way of public offer, preferential allotment and private placement
(a) TheCompany isanunlistedpubliccompanyand hasnot raisedanymoneybywayof initialpublicofferor furtherpublicoffer(includingdebtinstruments)duringtheyear.Accordingly,thereportingrequirementsunder paragraph 3 clause (x)(a) of the Order are not applicable.
(b) Thecompanyhasnotmadeanypreferential allotmentorprivateplacementofsharesor fullyor partlypaid convertible debentures during the year. Accordingly, reporting under paragraph 3 clause (x)(b) does not arise.
11. In respect of fraud and whistle blower complain
(a) Basedontheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsof the Company, no fraud by the Company or on the Company has been noticed or reported during the year.
(b) Noreportundersub-section(12)ofSection143oftheCompaniesAct,2013hasbeenfiledbytheauditorsin Form ADT-4 with the Central Government during the year and up to the date of this report.
(c) Accordingtotheinformationandexplanationsgiventous,nowhistle-blowercomplaintswerereceivedbythe Company during the year.
12. In respect of compliance for Nidhi Company
The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.
13. In respect of Compliance on Transactions with Related Parties
Inouropinion,theCompanyisincompliancewithSection177and188oftheCompaniesAct,whereapplicable,for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
14. In respect of internal audit system
(a) Inouropinionandbasedontheinformationandexplanationsgiventous,theprovisionsofSection138ofthe CompaniesAct,2013relatingtotheappointmentofaninternalauditorarenotapplicabletotheCompany.
Accordingly,the Company is not required to have an internal audit system and,therefore,the provisions of Clause 3(xiv) of the Order relating to consideration of internal audit reports do not apply to the Company.
15. In respect of non-cash transactions with directors or persons connected with directors
Thecompanyhasnotenteredintoanynon-cashtransactionswithdirectorsorpersonsconnectedwiththem,during the year. Accordingly, provisions of section 192 of the Act are not applicable
16. In respect of whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934
(a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
(b) The Company has not conducted any non banking financial or housing finance activities Accordingly, the provisions of the paragraph 3 clause (xvi)(b) of the Order are not applicable.
(c) TheCompanyisnotengagedinthebusinesswhichattractsrequirementofregistrationsasaCoreInvestment
Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) The Group has not any Core Investment Companies.
17. In respect of cash losses
The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year
18. In respect of resignation of statutory auditor
Therehasbeennoresignationofstatutoryauditorsduringthecurrentfinancialperiod,accordinglyclause3(xviii)of the Order is not applicable to the Company
19. In respect of ratios, ageing, realisation of financial assets and payments of financial liabilities
On thebasis ofthefinancialratios,ageingand expecteddates ofrealisation offinancial assetsand paymentof financial liabilities, other information accompanying the financial statements, Our knowledge of the Board of Directors and management plans, and based on our examination of the evidence supporting the assumptions, nothinghascometoourattention,whichcausesustobelievethatanymaterialuncertaintyexistsasonthedateof theauditreportthatcompanyisnotcapableofmeetingitsliabilitiesexistingatthedateofbalancesheetasand whentheyfallduewithinaperiodofoneyearfromthebalancesheetdate.We,however,statethatthisisnotan assuranceastothefutureviabilityofthecompany.Wefurtherstatethatourreportingisbasedonthefactsupto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due withinaperiodofoneyearfromthebalancesheetdate,willgetdischargedbythecompanyasandwhentheyfall due.
20. In respect of Corporate Social Responsibility Fund
According to the information and explanations given to us and based on the financial thresholds of net worth, turnover,andnetprofitoftheCompanyfortheimmediatelyprecedingfinancialyear,theprovisionsofSection135 of the Companies Act, 2013 are not applicable to the Company.
Accordingly, the reporting requirements under paragraphs 3(xx)(a) and 3(xx)(b) of the Order do not arise.
21. In respect of Consolidated Financial Statements, adverse/qualified remark of Auditors of other Group Companies
TheCompanyisnotrequiredtopresentConsolidatedFinancialStatements.Hence,reportingunderclause(xxi)of the Order is not applicable. a
(Referred toin paragraph 2(f)underReportonOther Legaland RegulatoryRequirements sectionofourreportofeven date)
Report on the Internal Financial Controls with reference to Financials Statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the internal financial controls over financial reporting of SEEMAXRESOURCESLIMITED (the Company) as of March 31, 2026, in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.
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 internalcontrolstatedintheGuidanceNoteonAuditofInternalFinancialControlsoverFinancialReportingissuedbythe InstituteofCharteredAccountantsofIndia.Theseresponsibilitiesincludethedesign,implementationandmaintenance ofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofits 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
OurresponsibilityistoexpressanopinionontheCompanysinternalfinancialcontrolsoverfinancialreportingbasedon ouraudit.WeconductedourauditinaccordancewiththeGuidanceNoteonAuditofInternalFinancialControlsOver FinancialReporting(theGuidanceNote)andtheStandardsonAuditing,issuedbyICAIanddeemedtobeprescribed undersection143(10)oftheCompaniesAct,2013,totheextentapplicabletoanauditofinternalfinancialcontrols,both applicabletoanauditofInternalFinancialControlsand,bothissuedbytheInstituteofCharteredAccountantsofIndia. Those Standards and the Guidance Noterequire that we comply with ethical requirements and planand 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 materialweaknessexists,andtestingandevaluatingthedesignandoperatingeffectivenessofinternalcontrolbasedon theassessedrisk.Theproceduresselected dependontheAuditors judgement,including theassessment ofthe risksof 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
ACompanys 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 reportingincludesthosepoliciesandproceduresthat(1)pertaintothemaintenanceofrecordsthat,inreasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurancethattransactionsarerecordedasnecessarytopermitpreparationofFinancialStatementsinaccordancewith generallyacceptedaccountingprinciples,andthatreceiptsandexpendituresoftheCompanyarebeingmadeonlyin accordancewithauthorizationsofmanagementanddirectorsoftheCompany;and(3)providereasonableassurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the Financial Statements.
Inherent Limitations of Internal Financial Controls 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.
Opinion
In our opinion, to the best of our information and according to the explanations given to us,the Company has, in all materialrespects,adequateinternalfinancialcontrolswithreferenceto financialstatementsandsuchinternalfinancial controls were operating effectively as at March 31, 2026, based on the internal financial controls with reference to financialstatementscriteriaestablishedbytheCompanyconsideringtheessentialcomponentsofinternalcontrolstated intheGuidanceNoteonAuditofInternalFinancialControlsOverFinancialReportingissuedbytheInstituteofChartered Accountants of India.
| For Milind Nyati & Co. LLP | |
| Chartered Accountants | |
| Firm Registration No. 014455C | |
| Sd/- | |
| CA. Tushar Agarwal | |
| Partner | |
| Ahmedabad | Membership No. 455718 |
| July 27, 2026 | UDIN : 26455718VHDSCE8781 |
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