To
The Members of BYLD Capital Finance Limited (Formerly known as Avasara Finance Limited)
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of BYLD Capital Finance Limited
(Formerly
known as Avasara Finance Limited) ("the Company"), which comprises the Balance
Sheet as at March 31,
2026, the Statement of Profit and Loss (including other Comprehensive Income), the Cash
Flow Statement
and Statement of Changes in equity for the year then ended, and a summary of material
accounting policies
and other explanatory information (hereinafter referred to as "financial
statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 ("the
Act") in the manner
so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as
amended, ("Ind AS") and other accounting principles generally accepted in India,
of the state of affairs of
the Company as at March 31, 2026, the loss and total comprehensive income, changes in
equity and its
cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit 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
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 our audit
of the financial
statements under the provisions of the Companies Act, 2013 and the Rules there under, and
we have
fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our
audit opinion.
Emphasis of Matter
As mentioned in Note 22 of the Ind AS financials statements, the Company has incurred a
loss of Rs.220.61
lakhs and has an accumulated loss of Rs.519.77 lakhs resulting in significant erosion of
the net worth of
the Company. The financial statements of the Company have been prepared on a going concern
basis for
the reasons stated in Note 22 to the statement.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our
audit of the Ind AS financial statements of the current period. These matters were
addressed in the context
of our audit of the Ind AS financial statements as a whole, and in forming our opinion
thereon, and we do
not provide a separate opinion on these matters.
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 Annual Report but does not include the financial
statements and
our auditors report thereon. The Annual report is expected to be made available to us
after the date of this
auditors report.
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 our audit of the financial statements, our responsibility is to read
the other information
and, in doing so, consider whether the other information is materially inconsistent with
the financial
statements or our knowledge obtained in the audit or otherwise 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 required to report that fact. We have nothing to report in this regard.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation of these Ind AS financial
statements that give a true
and fair view of the financial position, financial performance including other
comprehensive income, cash
flows and changes in equity of the Company in accordance with the accounting principles
generally
accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under
Section 133 of the
Act.
This responsibility also includes maintenance of adequate accounting records in
accordance with the
provision of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds
and other irregularities; selection and application of appropriate accounting policies;
making judgments
and estimates that are reasonable and prudent; and design implementation and maintenance
of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of
the accounting records, relevant to the preparation and presentation of the financial
statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to
continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going
concern basis of accounting unless management either intends to liquidate the Company or
to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors
report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted
in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be
expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional
skepticism throughout the audit. We also:
i. Identify and assess the risks of material misstatement of the financial statements,
whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of 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.
ii. Obtain an understanding of internal control relevant to the audit in order to
design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act,
2013, we
are also responsible for expressing our opinion on whether the company has adequate
internal
financial controls system in place and the operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting
estimates and related disclosures made by management.
iv. Conclude on the appropriateness of managements use of the going concern basis of
accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to
events or
conditions that may cast significant doubt on the Companys ability to continue as a going
concern.
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.
v. 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.
Materiality is the magnitude of misstatements in the financial statements that,
individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the
financial statements may be influenced. We consider quantitative materiality and
qualitative factors
in (i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to
evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those
matters
that were of most significance in the audit of the financial statements of the current
period and are
therefore the key audit matters. We describe these matters in our auditors report unless
law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
"Annexure
A", a statement on the matters specified in the paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best
of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far
as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income,
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are
in
agreement with the books of account.
d) In our opinion, the afore said financial statements comply with the Accounting
Standards 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 March
31, 2026 and
taken on record by the Board of Directors, none of the directors are disqualified as on
March 31,
2026 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial
reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
"Annexure B";
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, during the year the Company has
not
paid any remuneration to its directors.
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 opinion and to
the best
of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its
financial statements. (Refer Note No.24)
ii. The Company did not have any long-term contracts including derivative contracts as
at March
31, 2026 for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor
Education and
Protection Fund by the Company during the year ended March 31, 2026.
iv. a. The Management has represented that, to the best of its knowledge and belief, as
disclosed in
Note no. 23 of the financial statements, 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 or entity, including foreign entity ("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, as
disclosed in
Note no. 23 of the financial statements, no funds have been received by the Company from
any
person or entity, including foreign entity ("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;
c. 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 (a) and (b) above, contain any material misstatement.
d. No dividend has been declared or paid during the financial year.
i) Based on our examination carried out in accordance with the Implementation Guidance
on
Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014
(Revised 2024 Edition) issued by the Institute of Chartered Accountants of India, which
included
test checks, we report that the company has used an accounting software for maintaining
its books
of account which has a feature of recording audit trail (edit log) facility and the same
has operated
throughout the year for all relevant transactions recorded in the software. Further,
during the course
of our audit we did not come across any instance of audit trail feature being tampered
with. Our
examination of the audit trail was in the context of an audit of financial statements
carried out in
accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of
the
Companies (Audit and Auditors) Rules,2014. We have not carried out any audit or
examination of
the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we
carried out any
standalone audit or examination of the audit trail.
For P. B. Shetty & Co. LLP
Chartered Accountants
Firm registration number - 110102W/W101056
Brijesh Shetty
Partner
Membership number - 131490
UDIN: 26131490CZLNMC6215
Place: Mumbai
Date: May 27, 2026
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
As referred to in Para 1 Report on Other Legal and Regulatory Requirements in our
Independent Auditors
Report to the members of the Company on the Ind AS financial statements for the year ended
March 31,
2026.
Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditors
Report) Order,
2020:
i. (a) (A) According to the information and explanations given to us, the Company has
maintained proper
records showing full particulars, including the quantitative details and situation of the
Property Plant and
Equipment.
(B) According to the information and explanation given to us, there are no intangible
assets in the name
of the company.
(b) According to the information and explanation given to us and on the basis of our
examination of the
records of the company the Property, plant and equipment have been physically verified by
the management
at reasonable intervals during the year. No material discrepancies were found on such
verification.
(c) According to the information and explanations given to us and on the basis of
examination of the
records of the company, the Company does not have any immovable property in its name and
therefore the
said clause is not applicable.
(d) During the year ended March 31, 2026, the company has not revalued its Property,
Plant and
Equipment.
(e) According to the information and explanations given to us by the Management of the
company, no
proceedings have been initiated or are pending against the company for holding any benami
property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) The company does not have any inventory and hence reporting under clause 3(ii)(a) is not applicable
(b) According to the information and explanations given to us, the company has not been
sanctioned any
working capital at any point in time during the year ended 31st March, 2026,
from banks or financial
institutions on the basis of security of current assets and hence reporting under this
clause is not applicable.
iii. According to the information and explanations given to us, during the year Company
has not made any
investments in, provided any guarantee or security or granted any loans or advances in the
nature of loans,
secured or unsecured, to companies, firms, Limited Liability partnerships or any other
parties. Accordingly,
clause 3(iii)(a) to (f) are not applicable.
iv. In our opinion and according to the information and explanations given to us, the
Company has complied
with the provisions of section 185 and 186 of the Act.
v. In our opinion and according to the information and explanations given to us, the
Company has not accepted
any Deposits from the public and hence the directives issued by the Reserve Bank of India
and the
provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules
framed there under
are not applicable.
vi. The maintenance of cost records has not been specified by the Central Government
under subsection (1) of
Section 148 of the Companies Act, 2013 for the business activities carried out by the
Company. Hence
reporting under clause (vi) of the order is not applicable to the Company.
vii.
(a) According to the information and explanations given to us and the records examined
by us, the
Company is regular in depositing undisputed statutory dues including Income Tax, Goods and
Service
Tax, Value Added Tax, Cess and other material statutory dues with the appropriate
authorities.
According to the information and explanations given to us, there are no arrears of
outstanding statutory
dues in respect of above as on the last day of the financial year for a period of more
than six months
from the date they became payable.
(b) According to the information and explanation given to us and the records examined
by us, there are no
material dues of Income Tax, Goods and Service Tax, Value Added Tax and Cess outstanding
on
account of any disputes as on March 31, 2026.
viii. According to information and explanation given to us and based on examination of
the records, there has
been no such transactions which are not recorded in the books of account and have been
surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(43 of 1961).
ix. (a) The Company has not taken any loans or other borrowings from any lender. Hence,
reporting under
clause (ix)(a) of the Order is not applicable.
(b) According to the information and explanation given to us, the company has not taken
any loan or
borrowings from any bank of financial institution and hence this clause is not applicable
to the company.
(c) The Company has not taken any term loan during the year and there are no
outstanding term loans at
the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not
applicable.
(d) According to the information and explanation given to us, the company has not
raised any short-term
loan.
(e) On an overall examination of the financial 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.
(f) According to the information and explanation given to us, during the year the
company has not raised
any loans hence reporting on clause 3(ix)(f) of the Order is not applicable.
x. a. In our opinion and according to the information and explanations given to us, the
company has utilised
the money raised Rs. 1000 lakhs by way of rights issue offer from public for the purposes
for which they
were raised.
b. The company has not made any preferential allotment or private placement of shares
or convertible
debentures (fully, partially or optionally convertible) during the year and hence
reporting under clause
3(x)(b) of the Order is not applicable.
xi. a. During the course of our examination of the books of account and records of the
Company, and according
to the information and explanation given to us and representations made by the Management,
no material
fraud by or on the Company by its officers or employees, has been noticed or reported
during the year.
b. During the year 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. During the course of our examination of the books of account and records of the
Company, and according
to the information and explanation given to us and representations made by the Management
no whistle-
blower complaints has been received by the company.
xii. In our opinion and according to the information and explanation given to us, the
Company is not a Nidhi
Company. Accordingly, provisions of paragraph 3 (xii)(a), (b) and (c) of the Order are not
applicable.
xiii. According to the information and explanation given to us and based on our
examination of the records of
the Company, transactions with related parties are in compliance with sections 177 and 188
of the Act,
where applicable, and details of such transactions have been disclosed in the financial
statements as
required by the applicable accounting standards.
xiv. a. In our opinion and based on our examination, the company has an internal audit
system which is
commensurate with the size and nature of its business.
b. We have considered the internal audit reports of the company issued till date, for the period under audit.
xv. According to the information and explanation given to us and based on our
examination of the records of
the Company, the company has not entered into any non-cash transactions with directors or
persons
connected with its directors and hence provisions of section 192 of Companies Act, 2013
are not applicable
to the Company.
xvi. a. The Company is required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934,
(RBI Act) and it has obtained the registration.
b. The Company has conducted the non-banking financial activities with a valid
Certificate of Registration
(CoR) from the RBI as per the RBI Act. The Company has not conducted any housing finance
activities
and is not required to obtain CoR for such activities from the RBI.
c. The Company is not Core Investment Company (CIC) and hence reporting under
paragraph 3(xvi)(c)
of the Order is not applicable to the Company.
d. The Group (as defined under Master Direction - Reserve Bank of India (Non-Banking
Financial
Company - Scale Based Regulation) Directions, 2023) does not have any CIC as part of the
group.
xvii. The Company has incurred a cash loss of Rs.155.17 lakhs during the current
financial year covered by our
audit. There was cash loss of Rs.44.56 lakhs incurred during the immediately preceding
financial year.
xviii. During the year, there have been no resignation by the Statutory Auditor of the
company and accordingly
this clause is not applicable.
xix. According to the information and explanations given to us and on the basis of the
financial ratios, ageing
and expected dates of realization of financial assets and payment of financial
liabilities, other information
accompanying the financial statements, our knowledge of the Board of Directors and
management plans
and based on our examination of the evidence supporting the assumptions, nothing has come
to our
attention, which causes us to believe that any material uncertainty exists as on the date
of the audit report
that the company 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. We, however, state
that this is not an
assurance as to the future viability of the company. We further state that our reporting
is based on the facts
up to the date of the audit report and we neither give any guarantee nor any assurance
that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged
by the company as
and when they fall due.
xx. The provision of Corporate Social Responsibility is not applicable as the companys
net worth was not
more than 500 crores nor the turnover of the company was more than 1000 crores nor the net
profit was
more than 5 crores. Accordingly, the provisions of paragraph 3 (xx) (a) and (b) of the
Order are not
applicable.
For P. B. Shetty & Co. LLP
Chartered Accountants
Firm registration number - 110102W/W101056
Brijesh Shetty
Partner
Membership number - 131490
UDIN: 26131490CZLNMC6215
Place: Mumbai
Date: May 27, 2026
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
Referred to in Para 2(f) Report on Other Legal and Regulatory Requirements in our
Independent Auditors
Report to the members of the Company on the financial statements for the year ended March
31, 2026
Report on the Internal Financial Controls 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 BYLD
Capital Finance Limited
(Formerly known as Avasara Finance Limited) ("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 internal control stated in the Guidance Note on Audit of Internal
Financial Controls
over Financial Reporting (the "Guidance Note") issued by the Institute of
Chartered Accountants of India
(ICAI). These responsibilities include the design, implementation and maintenance of
adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely
preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note
and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Act, 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 ICAI. Those Standards and the Guidance Note
require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal
financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an
understanding of
internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk.
The procedures selected depend on the auditors judgment, including the assessment of the
risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our
audit opinion on the Companys internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Companys internal financial control over financial reporting is a process designed
to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
financial statements for
external purposes in accordance with generally accepted accounting principles. A companys
internal
financial control over financial reporting includes those policies and procedures that (1)
pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally
accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the companys
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the
possibility of collusion or improper management override of controls, material
misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls
over financial reporting to future periods are subject to the risk that the internal
financial control over
financial reporting may become inadequate because of changes in conditions, or that the
degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system
over financial reporting and such internal financial controls over financial reporting
were operating
effectively as at March 31, 2026, based on the internal control over financial reporting
criteria established
by the Company considering the essential components of internal control stated in the
Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered
Accountants of India"
For P. B. Shetty & Co. LLP
Chartered Accountants
Firm registration number - 110102W/W101056
Brijesh Shetty
Partner
Membership number - 131490
UDIN: 26131490CZLNMC6215
Place: Mumbai
Date: May 27, 2026
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
As referred to in Para 1 Report on Other Legal and Regulatory Requirements in our
Independent Auditors
Report to the members of the Company on the Ind AS financial statements for the year ended
March 31,
2026.
Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditors
Report) Order,
2020:
i. (a) (A) According to the information and explanations given to us, the Company has
maintained proper
records showing full particulars, including the quantitative details and situation of the
Property Plant and
Equipment.
(B) According to the information and explanation given to us, there are no intangible
assets in the name
of the company.
(b) According to the information and explanation given to us and on the basis of our
examination of the
records of the company the Property, plant and equipment have been physically verified by
the management
at reasonable intervals during the year. No material discrepancies were found on such
verification.
(c) According to the information and explanations given to us and on the basis of
examination of the
records of the company, the Company does not have any immovable property in its name and
therefore the
said clause is not applicable.
(d) During the year ended March 31, 2026, the company has not revalued its Property,
Plant and
Equipment.
(e) According to the information and explanations given to us by the Management of the
company, no
proceedings have been initiated or are pending against the company for holding any benami
property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) The company does not have any inventory and hence reporting under clause 3(ii)(a) is not applicable
(b) According to the information and explanations given to us, the company has not been
sanctioned any
working capital at any point in time during the year ended 31st March, 2026,
from banks or financial
institutions on the basis of security of current assets and hence reporting under this
clause is not applicable.
iii. According to the information and explanations given to us, during the year Company
has not made any
investments in, provided any guarantee or security or granted any loans or advances in the
nature of loans,
secured or unsecured, to companies, firms, Limited Liability partnerships or any other
parties. Accordingly,
clause 3(iii)(a) to (f) are not applicable.
iv. In our opinion and according to the information and explanations given to us, the
Company has complied
with the provisions of section 185 and 186 of the Act.
v. In our opinion and according to the information and explanations given to us, the
Company has not accepted
any Deposits from the public and hence the directives issued by the Reserve Bank of India
and the
provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules
framed there under
are not applicable.
vi. The maintenance of cost records has not been specified by the Central Government
under subsection (1) of
Section 148 of the Companies Act, 2013 for the business activities carried out by the
Company. Hence
reporting under clause (vi) of the order is not applicable to the Company.
vii.
(a) According to the information and explanations given to us and the records examined
by us, the
Company is regular in depositing undisputed statutory dues including Income Tax, Goods and
Service
Tax, Value Added Tax, Cess and other material statutory dues with the appropriate
authorities.
According to the information and explanations given to us, there are no arrears of
outstanding statutory
dues in respect of above as on the last day of the financial year for a period of more
than six months
from the date they became payable.
(b) According to the information and explanation given to us and the records examined
by us, there are no
material dues of Income Tax, Goods and Service Tax, Value Added Tax and Cess outstanding
on
account of any disputes as on March 31, 2026.
viii. According to information and explanation given to us and based on examination of
the records, there has
been no such transactions which are not recorded in the books of account and have been
surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(43 of 1961).
ix. (a) The Company has not taken any loans or other borrowings from any lender. Hence,
reporting under
clause (ix)(a) of the Order is not applicable.
(b) According to the information and explanation given to us, the company has not taken
any loan or
borrowings from any bank of financial institution and hence this clause is not applicable
to the company.
(c) The Company has not taken any term loan during the year and there are no
outstanding term loans at
the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not
applicable.
(d) According to the information and explanation given to us, the company has not
raised any short-term
loan.
(e) On an overall examination of the financial 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.
(f) According to the information and explanation given to us, during the year the
company has not raised
any loans hence reporting on clause 3(ix)(f) of the Order is not applicable.
x. a. In our opinion and according to the information and explanations given to us, the
company has utilised
the money raised Rs. 1000 lakhs by way of rights issue offer from public for the purposes
for which they
were raised.
b. The company has not made any preferential allotment or private placement of shares
or convertible
debentures (fully, partially or optionally convertible) during the year and hence
reporting under clause
3(x)(b) of the Order is not applicable.
xi. a. During the course of our examination of the books of account and records of the
Company, and according
to the information and explanation given to us and representations made by the Management,
no material
fraud by or on the Company by its officers or employees, has been noticed or reported
during the year.
b. During the year 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. During the course of our examination of the books of account and records of the
Company, and according
to the information and explanation given to us and representations made by the Management
no whistle-
blower complaints has been received by the company.
xii. In our opinion and according to the information and explanation given to us, the
Company is not a Nidhi
Company. Accordingly, provisions of paragraph 3 (xii)(a), (b) and (c) of the Order are not
applicable.
xiii. According to the information and explanation given to us and based on our
examination of the records of
the Company, transactions with related parties are in compliance with sections 177 and 188
of the Act,
where applicable, and details of such transactions have been disclosed in the financial
statements as
required by the applicable accounting standards.
xiv. a. In our opinion and based on our examination, the company has an internal audit
system which is
commensurate with the size and nature of its business.
b. We have considered the internal audit reports of the company issued till date, for the period under audit.
xv. According to the information and explanation given to us and based on our
examination of the records of
the Company, the company has not entered into any non-cash transactions with directors or
persons
connected with its directors and hence provisions of section 192 of Companies Act, 2013
are not applicable
to the Company.
xvi. a. The Company is required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934,
(RBI Act) and it has obtained the registration.
b. The Company has conducted the non-banking financial activities with a valid
Certificate of Registration
(CoR) from the RBI as per the RBI Act. The Company has not conducted any housing finance
activities
and is not required to obtain CoR for such activities from the RBI.
c. The Company is not Core Investment Company (CIC) and hence reporting under
paragraph 3(xvi)(c)
of the Order is not applicable to the Company.
d. The Group (as defined under Master Direction - Reserve Bank of India (Non-Banking
Financial
Company - Scale Based Regulation) Directions, 2023) does not have any CIC as part of the
group.
xvii. The Company has incurred a cash loss of Rs.155.17 lakhs during the current
financial year covered by our
audit. There was cash loss of Rs.44.56 lakhs incurred during the immediately preceding
financial year.
xviii. During the year, there have been no resignation by the Statutory Auditor of the
company and accordingly
this clause is not applicable.
xix. According to the information and explanations given to us and on the basis of the
financial ratios, ageing
and expected dates of realization of financial assets and payment of financial
liabilities, other information
accompanying the financial statements, our knowledge of the Board of Directors and
management plans
and based on our examination of the evidence supporting the assumptions, nothing has come
to our
attention, which causes us to believe that any material uncertainty exists as on the date
of the audit report
that the company 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. We, however, state
that this is not an
assurance as to the future viability of the company. We further state that our reporting
is based on the facts
up to the date of the audit report and we neither give any guarantee nor any assurance
that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged
by the company as
and when they fall due.
xx. The provision of Corporate Social Responsibility is not applicable as the companys
net worth was not
more than 500 crores nor the turnover of the company was more than 1000 crores nor the net
profit was
more than 5 crores. Accordingly, the provisions of paragraph 3 (xx) (a) and (b) of the
Order are not
applicable.
For P. B. Shetty & Co. LLP
Chartered Accountants
Firm registration number - 110102W/W101056
Brijesh Shetty
Partner
Membership number - 131490
UDIN: 26131490CZLNMC6215
Place: Mumbai
Date: May 27, 2026
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
Referred to in Para 2(f) Report on Other Legal and Regulatory Requirements in our
Independent Auditors
Report to the members of the Company on the financial statements for the year ended March
31, 2026
Report on the Internal Financial Controls 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 BYLD
Capital Finance Limited
(Formerly known as Avasara Finance Limited) ("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 internal control stated in the Guidance Note on Audit of Internal
Financial Controls
over Financial Reporting (the "Guidance Note") issued by the Institute of
Chartered Accountants of India
(ICAI). These responsibilities include the design, implementation and maintenance of
adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely
preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note
and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Act, 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 ICAI. Those Standards and the Guidance Note
require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal
financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an
understanding of
internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk.
The procedures selected depend on the auditors judgment, including the assessment of the
risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our
audit opinion on the Companys internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Companys internal financial control over financial reporting is a process designed
to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
financial statements for
external purposes in accordance with generally accepted accounting principles. A companys
internal
financial control over financial reporting includes those policies and procedures that (1)
pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally
accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the companys
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the
possibility of collusion or improper management override of controls, material
misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls
over financial reporting to future periods are subject to the risk that the internal
financial control over
financial reporting may become inadequate because of changes in conditions, or that the
degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system
over financial reporting and such internal financial controls over financial reporting
were operating
effectively as at March 31, 2026, based on the internal control over financial reporting
criteria established
by the Company considering the essential components of internal control stated in the
Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered
Accountants of India"
For P. B. Shetty & Co. LLP
Chartered Accountants
Firm registration number - 110102W/W101056
Brijesh Shetty
Partner
Membership number - 131490
UDIN: 26131490CZLNMC6215
Place: Mumbai
Date: May 27, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.