Shiv Om Invesment & Consultancy Ltd Auditor Reports

TO

THE MEMBERS OF

SHIVOM INVESTMENT & CONSULTANCY LIMITED

Report on the Audit of the Standalone Financial Statements Disclaimer of

Opinion

I have audited the accompanying standalone financial statements of SHIVOM INVESTMENT & CONSULTANCY LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March 2026, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

I do not express an opinion on the accompanying financial statements of the entity. Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of my report, I have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

1. I draw attention to the fact that pursuant to the approved Resolution Plan under the Insolvency and Bankruptcy Code, 2016 ("IBC"), substantial restructuring of the equity share capital of the Company, including cancellation/reissuance of existing shares, allotment of shares to unsecured financial creditors and fresh issue of shares to the Resolution Applicant, is under implementation and pending approvals/procedural formalities with Stock Exchange(s), NSDL/CDSL and other regulatory authorities. Accordingly, the consequential effects thereof have not yet been reflected in the demat holdings/shareholding pattern as at 31 March 2026.

2. I further draw attention to Note to the financial statements, which states

that pursuant to the approval of the Resolution Plan by the Honble National Company Law Tribunal (NCLT), Mumbai Bench-IV, vide its order dated 18 August 2025, the Company has ceased carrying on NBFC activities and has applied for surrender of its Certificate of Registration as a Non-Banking Financial Company (NBFC).

3. The accompanying financial statements have been prepared/restated in accordance with the applicable Indian Accounting Standards (Ind AS) and the requirements of Schedule III to the Companies Act, 2013. However, based on the Companys listed status, Ind AS was applicable to the Company in earlier years as well. Accordingly, the financial statements of the previous periods were not prepared in compliance with the applicable Ind AS framework, and the impact, if any, arising from such non-compliance in prior periods has not been determined.

4. As informed to me, the process of handover and transition of management pursuant to implementation of the Resolution Plan has not completed yet and the current management does not presently have complete access to all historical books of account, records, agreements, supporting documents and other relevant information pertaining to certain assets and liabilities of the Company. Consequently, the management is in the process of carrying out detailed verification, reconciliation and fair valuation of assets and liabilities under applicable Ind AS provisions. The consequential accounting impact, adjustments and disclosures, if any, arising from such exercise have not yet been fully determined and incorporated in the accompanying financial results.

5. In view of the significance of the matters stated above and in the absence of sufficient appropriate audit evidence including agreements with the parties to which the loans were given in the earlier years, valuation, classification and consequential financial effects of the aforesaid matters, I am unable to determine the adjustments, disclosures or possible effects that may be required in the accompanying financial results.

I conducted my audit of standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to my audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained are not sufficient and appropriate to provide a basis for my opinion.

Information other than the financial statements and auditors report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report including Annexures to the Directors Report, but does not include the standalone financial statements and my auditors report thereon.

My opinion on the standalone financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the standalone financial statements, my 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 my knowledge obtained during the course of my audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I are required to report that fact. I have nothing to report in this regard.

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

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial 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 but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

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, I 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, I report that:

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief are necessary for the purposes of my audit.

b) In my opinion, proper books of account as required by law have been kept by the Company except the qualifications mentioned above so far as it

appears from my examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In my opinion, the aforesaid financial statements does not comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to my separate Report in ‘Annexure B.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

iii. There is no amounts which is 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, 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, 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 such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to my 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 mis-statement.

v. No dividend have been declared or paid during the year by the company.

vi. Erstwhile management, Resolution professional of the company has not used such accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all transactions recorded in the software. Since the accounting software with audit trail has not been used, the question of it being tampered with and preserved by the company does not arise.

INVESTMENT & CONSULTANCY LIMITED for the year ended 31ST MARCH, 2026

I report that:

i. The Company does not own any Property, Plant and Equipment and intangible assets and therefor has not maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment and intangible assets. To the best of our knowledge, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder

ii. The company does not have any inventory and hence the question of verification does not arise. The Company has not been sanctioned any working capital limits in excess of Rs. 5 crores by any banks or financial institutions during any point of time of the year.

No loans granted by the Company which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

iv. As per managements representation letter, In respect of loans, investments, guarantees and security, the provisions of section 185 and 186 of the companies Act, 2013 have been complied with.

v. The Company has not accepted any deposits within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

vi. As company was earlier an NBFC and has not carried out any activities other than that, the maintenance of cost records has been exempted by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

vii. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not

been regular in depositing certain undisputed statutory dues, including Tax Deducted at Source (TDS) and Income Tax, with the appropriate authorities. As at the balance sheet date, undisputed statutory dues aggregating to Rs. 15.53 Lakhs towards TDS and Rs. 2.43 Lakhs towards Income Tax were outstanding. The management has represented that, pursuant to the approved Resolution Plan under the Insolvency and Bankruptcy Code, 2016 (IBC), applications/representations have been made to the respective authorities seeking extinguishment or waiver of the aforesaid dues. The matter is presently under consideration by the concerned authorities and no final confirmation in this regard has been received by the Company as at the date of this report.

viii. According to the information and explanations given by the management, no transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix.

a) The Company has defaulted in repayment of loans or borrowings or in interest to various lenders and hence the company has been through Insolvency process under the Insolvency and Bankruptcy Code (IBC) 2016. However, after the implementation of resolution plan, no such defaults have been occurred.

b) The Company has not been declared willful defaulter by any bank or financial institution or other lender.

c) In our opinion, the term loans were applied for the purpose for which the loans were obtained.

d) In our opinion, funds raised on short term basis have not been utilised for long term purposes.

e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. In my opinion, company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans. Company has not made any preferential allotment or private placement of shares or convertible debentures during the year.

xi. To the best of my knowledge and according to the information and explanations given to us:

a. No fraud by the Company or any fraud on the Company has been noticed or reported during the year.

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

c. No whistle-blower complaints had been received by the Company during

the year.

xii. The Company is not a Nidhi Company as defined in section 406 of the Companies Act, 2013.

xiii. In my opinion, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

(b) There is no appointment of Internal audit and hence no report has been received by us

xv. In case of non-cash transactions with directors or persons connected with him, if any, the provisions of section 192 of the Companies Act, 2013 have been complied with.

xvi.

(a) The Company is 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 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) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

(d) The Group does not have not more than one CIC as part of the Group.

xvii. The company has not incurred any cash loss during the year or immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year.

xix. On the information obtained from the management and audit procedures performed and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabilities existing at the balance

sheet date as and when they fall due within a period of one year from the balance sheet date.

xx. The provision of section 135 are not applicable to the Company.

xxi. The company is not required to prepare consolidated financial statement and hence this clause is not applicable.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

I have audited the internal financial controls over financial reporting of SHIVOM INVESTMENT & CONSULTANCY LIMITED ("the Company") as of March 31, 2026 in conjunction with my 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 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 are 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

My responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on my audit. I conducted my 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 I 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.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My 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.

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.

According to the information and explanation given to us and based on our audit, various material weaknesses as detailed in the earlier portion of our audit report have been identified as at March 31, 2026.

A ‘material weakness is 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 financial statement will not be prevented or detected on timely basis.

In my opinion, due to the effects/possible effects of the material weaknesses described above on the achievement of the objective of the control criteria, i am unable to opine whether the Company has maintained, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st 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.

I have considered the material weaknesses identified and reported in determining the nature, timing, and extend of the audit tests applied in our audit of year ended March 31, 2026 financial statements of the Company, and these material weaknesses does affect our opinion on the financial statements of the Company.