To the Members of Twin Roses Trades & Agendes limited Report on the Audit of th e Financial Statements Opinion
We have audited the Financial State ments of Twin Roses Trades & Agencies Limited {"the
Company"), which comprise the Balance Sheet as at 31s t March 202 5, the statement of
Profit and Loss (including Other Comprehensive Income), the statement of Changes in
Equity an d Statement of Cash Flows for the year ended on that date, and notes to the
Financial Statements, incl uding a summary of significant accounti ng 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 Financial Statemen ts give the informatio n required by the Companies Act, 2013 r the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accoun ting Standards ) Rules, 201S, as am ended, ("Ind AS") and other accounting principles generally accepted in India, of the sta te of affairs of the Company as at March 31, 2025, its Loss, includ ing other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted ou r audit of the Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Compani es Act, 2013. Our resp onsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 Accou ntants of India (ICAI) togethe r with the ethical requirements that are relevant to our au dit of the Financia l Statements under the provisions of the Companies Act, 2013 an d the Rules thereunder, and we have fulfil led our other eth ical responsibilities in accordance with these req uirements and the ICAls Code of Ethics. We believe that the audi t evidence we have obtain ed is sufficient and appropriate to provide a basis for our audit opinion on the Fi nancial Statements.
Key Audit Matters
Key audit matters are those matters tha t, in our professional judgment, we re of most significance in our audit of the Financial State ments of the current period. These matters were addressed n t i he context of our audi t of the Financial Statements as a wh ole, and in forming our opinion thereon , and we do not provide a separate opi nion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our rep ort.
Report ing of key aud it matters as per SA 70 1, Key Audit Matters are not applicable to the Company as it is an unlis ted company.
Information Other Than the Financial Sta te ments a nd Auditors Report Th ereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Financial Statements and OUf aud itors report thereon.
Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with ou r au dit of the Financial Statements, our res ponsibility is to read the other information and, in doing so, conside r whether such other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or othe rwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of the Management for the Financial Statements
The Companys Board of Directors is re sponsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") wit h respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other com prehensive income, changes in equi ty and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards [lnd AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintena nce 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 an d application of appropriate accoun ting policies; making judgments and estimate s that are reasonable an d prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view an d are free from mate rial misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is responsible for assessing the Companys abil ity to continue as a going concern, disclosing, as applicable, matters rela ted 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.
The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Audito rs Responsibilities for the Aud it of the Fina ncia l Statements
Our objectives are to obtain reasonable assurance abo ut whether th e Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable ass urance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always de tect a material misstatement when it exists. Misstatements can ari se from fraud or er ror 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 Financial Statements.
As a part of an audit in accordance with SAs, we exercise professional judgement and maintai n professional skep ticism throughout the audit. We also:
Identify and assess the risks of material miss tatement of the Financial Statements, whether due to fraud or error, design an d 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 financ ial controls relevant to th e audit in ord er to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal fi nancial controls syste m in place and the operating effectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates an d related disclosures made by the management.
Conclude on the ap propriateness of managements use of going concern basis of accounting and, based on the audit evidence obtained, whether a material uncerta inty exists related to events or conditions that may cast signifi cant doubt on the Companys ability to cont inue 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 Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report However. future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other mat ters, the planned scope an d timing of the audit and significan t audit findings, including any significan t deficiencies in internal control that we iden tify during our audi t.
We also provide those charged with governance with a statement that we have complied with the relevant ethical requi rements regarding independence, and to communicate with them all relationships and other mat ter that may be reasonably be thought to bear on our independence, and wh ere applicable, related safeguards.
Report on Othe r Lega l a nd Regulatory Requirements
L As required by the Compan ies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Govern ment of India in terms of sub-section (11) of section 143 of the Companies Act. 2013, we give i n the Annexure "A", a statement on the matters spe cified in paragraphs 3 an d 4 of the Order, to the exten t applicable.
2. As required by Section 143(3) of the Act, based on our audit we report that: a) We have sought and obtained all the information and explanations which to the bes t of our knowledge and belief we re necessary for the purposes of our audit.
b) In our opinion, proper books of account as requ ired by law have been kept by the Company so far as it appears from ou r examination of those books.
c) The Balance Sheet, the Statement of Profit an d Loss including the Statement of Other Comprehen sive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are i n a greement with the books of account.
d) In our opinion, the aforesaid Financia l Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directo rs is disqualified as on 31st March, 2025 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 Stateme nts and the operating effectiveness of such controls, refer to our sepa rate report in "Annexure B" to this report.
g) Wit h respect to the oth er matters to be included in the Auditors Report in accordance with the requ irements of Section 197(16) of the Act, as amended. in our opi nion and according to the information and explanation given to us, the same are not ap plicable to 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) Rules, 2014, as amended in our op inion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations whic h would impact its financi al position.
ii. The Company did not have any long-term contracts including derivat ive contracts for which there were material foreseeable losses.
iii. There were no amounts required to be transferred to the Investor Educat ion and Protection Fund by the Company.
tv. (a) The management has represented tha t, to the best of its knowledge and belie f, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or enti ty(ies), including foreign entities (the inte rmediaries), with the understanding, whether reco rded in writing or ot herwi se, that the inte rmediary sha ll, whether, directly or ind irectly lend or invest in other persons or entities iden tified in any manner whatsoever by or on beh alf of the Company (the Ultimate Beneficiaries) or provide any guarantee, secu rity or the like on behal f the Ultimate Bene fici aries.
(b) The ma nagement 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 foreig n entities (t he Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Compa ny shall , whether directly or indirectly, lend or invest in oth er 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 th e Ultimate Benefi ciaries; and
(e) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that causes us to believe that the man agement representations under subclauses (a) and (b) abo ve contain any material misstatement.
v. The company has not declared any dividend for the year ended 31st March,
2025.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the fi nancial yea r ended March 3 1, 2025 which has feature of recording audit trail (edit log) facility and the sam e has operated throughout the yea r for all relevant transactions recorded in the softwa re. Further, during th e course of our audit we did not come across any instance of the audit trail featu re being tampered with and the audit trail has been preserved by the Company as per the sta tutory req uire ments for record retention.
For N JKaria & Associ ates Charte red Accou nta nts (Registration No: 10674 2W)
Dipika G Patel Partner
Membership No.: 146359 UD IN: 25 146359 BMTELP93 96
Place: Mumbat Date: 28.05.2025
ANNEXURE "AR TO THE INDEPENDENT AUDITORS REPORT OF EVEN DAT E ON THE FINANCIAL STATEMENTS OF TWI N ROSES TRADES & AGENCIES LIM ITED
(Referred to in paragraph 1, under Report on Other Legal and Regulatory Requirements section of our Report of even date)
On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:
i). a) (A)The Company has maintained proper records showing fu ll particulars including quantitative details and situations of Property, Plant and Equipment; (B)The Company does not have any intangible assets during the year under consideration.
b) The Property, Plant and Equipment of the Company have been physically verified by the management during the year. No materia l discrepancies were noticed on such verifica tion.
c) The Company does not have any immovable property, hence the requirement to report on clause 3(i)(c) of the Order is not applicable to the Company.
d) According to the information and explanation given to us and on the basis of our examination of the books of account the Property, Plant and Equipment held with the company are of such nature that dont require revaluation and hence not revalued during the year ended 310l March, 2025.
e) There are no proceedings initiated or are pending against the Company for holding any benamt property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
ii) a} The Company does not have inventory during the year under review, hence the requirement to report on clause 3(ii)(a) of the Order is not applicable to the Company.
b) According to the information and explanation given to us and on the basis of our examination of the books of account the company has not been sanctioned working capital limits in excess of fi ve crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets during any point of time of the year, the requirement to report on clause 3(ii)(b) of the Order is not applicable to the Company.
iii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not provided any loans. advances in the nature of loans, provided guarantee and security to any other entity.
(b) During the year the investments made are not prejudicial to the Companys interest. The Company has not provided guarantees, or given security or granted loans and advances in the nature ofloans and guara ntee.
(c) There are no stipulations for repayment of loans & Advances or interest.
(d) There are no amounts of loans granted which are overdue for more than ninety days.
(e) There were no loans which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdoes of existing loans given to the same parties.
(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties.
Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
iv) The Company has not granted any loans or provide any guarantees or securities to parties covered under Section 185 of the Act. Further, provisions of sections 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security have been complied with by the Company.
v) According to the information and explanations given to us and on the basis of our examination of the books of account. the Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 ofthe Companies Act and the rules made the reunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
vi) The Central Govern ment of India has not prescribed the maintenance of cost records under Section 148(1) ofthe 2013 Act.
vii)(a) According to the records of the company, undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State lnsurance.Income-rax, Sales-tax, Service Tax, duty of Customs, duty of Excise, Value added tax, cess and any other statutory dues applicable to it have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outsta nding statu tory dues as on 31" of March, 2025 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect of Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, duty of Customs, duty of Excise, Value added tax, cess and any other statutory dues which have not been deposited on account of any disputes.
viii)The Company has not surrendered or disclosed any tra nsaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company. ix] (a) The Company has not taken any loans during the year hence the question of defaulting in repayment of loans or other borrowings or in the payment of interest the reon to any lender does not arise.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) The Company has not taken any Term loans during the year under audit. Hence, the requirement to report on clause 3(j;.()(c) of the Order is not applicable to the Company.
(d) On an overall examination of the financial statements of the Company, no funds have been raised during the year under review. Hence, the requirement to report on clause 3(ix)(d) of the Order for usage of fu nds on short- term basis have been used for long-term purposes by the Company is not applicable to the Company
(e) On an overall examination of the financi al statements of the Company, 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. Hence, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.
x) a) Based on our audit procedures and on the information given by the management, we report that the company has not raised any funds through initial public offer or further public offer (including debt instrumen ts) during the year under audit and hence, the requirement to report on clause 3(xJ(a) of the Order is not applicable to the Company
b) Based on our audit procedures and on the info rmatio n given by the management, we report that the Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.
xi) (a) Based upon the audit procedures perfor med fo r the purpose of reporting the true and fair view of the fin ancial statements and according to the information and explanations given by the management, no fraud by the Company or no material fraud on the Company has been noticed or reported during the year.
(b) During the year no report under sub-section (I2) of Sectton 143 of the Act has been filed by Cost Auditor or Secretarial Auditor or us, in form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
[c] According to the information and explanations given to us the Company has not received any whistle blower complaints during the year.
xii) The Company is not a nidhi Company as per the provisions of the Companies Act.
2013. Therefore, the requirement to report on clause 3(xH)(a). (b) and (<:) of the Order is not applicable to the Company.
xiii) Accordingto the informatio n and explanations given to us. all transactions with the related parties are in compliance with section 177 and tBB of The Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards .
xiv)(a)ln our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.
(b) We have considered, the internal audit reports issued during the year and till the date of the audit report covering period upto 31st March, 2025.
xv] According to the information and explanat ion given to us and based on our examination of the record of the company, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi] (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on 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 without obtaining 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 as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) As represented by the management, the Group does not have any Core Investment Company (CIC) as part of the Group as per the definition of Group contained in the Core Investment Companies (Reserve Bank) mrecnons, 2016.
xvii) According to the information and explanation given to us, the Company has incurred cash losses in the current year of Rs.2.73(Rs. in Lakhs) and Rs. 3.0S(Rs. in Lakhs) in the immediately preceding fin ancial year.
xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company. xtx} On the basis of the fi nancial ratios disclosed in Note 28 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities. other infonnation 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, nothing has come to our artentrcn, which causes us to believe that any material uncertainty exists as on the date of the audit report that Compa ny is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
xx] The provisions of Sec 135 of the Companies Act, 2013 are not applicable to the Company. Hence. the requirement to report on clause 3(ltlt) of the Order is not applicable to the Company.
xxi] The company has not made investme nts in the subsidiary company. Therefore, the company does not require to prepare a consolidated financial statement. Therefore, the provisions of Clause [xxi] of paragraph 3 of the order are not applicable to the Company
For NJKa ria & Associates Chartered Accountants (Registration No: 106742W)
Dipi ka G Patel Partner
Membership No.: 146359 UDlN : 25146359BMTEI.P9396
Place: Murnbai Date: 28.05.2025
ANNEXURE ~B~ TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANOAl STATEMENTS OF TWIN ROSESTRADES& AGENCIES LIMITED
Report on the Internal Finilnclal Control s under OilUlt! (i) of Sub-lection ) of Section 143 of the Compilnies Act. 2013I~the Act"1
We hilve audited the internal financial controls with reference to financial Statements of TWIN RQSfS TRADES & AGENCIES LIMITED n he Company"} as of March 31. 202S in conjunction with our audit of the Financial Statements of the Company for the year ended on tnat date.
Manasements Rl!lponsibility for IntHnal Financial Controls
The Companys management is reiponsible for establishing and maintilining inte rnal fmancial controls based on the internal control over financiill reporting criteria established by the Company considering the eslt!ntlal 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-l. These responsibilities include the design, implementation and maintenance 01adequate jntemat financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding 01 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 l inancial controls with reterence to these Financial Statements based on our audit . We conducted our audit in aceo?lance with the Guidana> Note on Audit of Internal Finanda l Controls Over Financial Reporting (the ?Guidance Note- ) issued by the tnstit ute of Chartered Accountants of tndia and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Thew Standards and the Guidance Note require that we comply with et hkal requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internallinanclal controls with reference to melt! Financial Statements was lstablished and maintained and il such controls operated effectively in all mat!!fial respects..
Our audit involves perform ing procedurei to obtain audit evidence about the adequacy of the internal financial controls system with reference to t hese Financial Statements and their operating etfecnveness, Our audit 01 internal financial controls with reference to these Financial Statement s included obtaining an understanding of internal financial controls with reference to these Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control bilsed on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks 01 material misstatlment 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 t he Compilnys internal financial controls system with reference to these Financial Statements.
Meaning of Internal Financial Controls with reference to th ese Financial Stateme nts
A companys internal financial control with reference to these Financial Statements 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 with reference to these FinancialStatements includesthose policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transaction s 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 acccuntlog principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the companv. and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Int ernal Financial Controls with reference to these Financial Statements
Because of the inherent limitations of internal financial controls with reference to these f inancial Statements, including the possibility 01collusion or improper management override of controls, materia! misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these Financial Statements to future periods are subject to the risk that the internal financial control with reference to these financial Statements may become inadequate because of changes in conditions, or that t he degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate interna l financial controls with reference to these f inancial Statements and such internal financial controls with reference to these Financial Statements were operating effectively as at Marcil 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of intern al control stated in the Guidance Note issued by tile Institute of Chartered Accountants of India.
For NJKaria & Associa tes Chartered Accountants (Registration No: t 06742W)
Dipika G Pate l Partner
Membership No.. 146359 UDIN: 25146359BMTEI..P9396
Place: Mumbai Date: 28.05.2025
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