We have audited the accompanying standalone financial statements of DB (International)
Stock Brokers Limited (“the Company”), which comprise the Standalone Balance Sheet as at
March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Changes in Equity and the Standalone Statement of
Cash Flows for the year then ended, and notes to the standalone financial statements,
including a summary of material accounting policies and other explanatory information
(hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 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, 2025, its profit, 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 Act. Our responsibilities under those Standards are further described in
the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (‘ICAI’) together with the independence
requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements for the financial year ended

March 31, 2025. These matters were addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Information other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other
information comprises the other information comprises the information included in the Annual
Report 2024-25, but does not include the standalone financial statements and our auditor’s

report thereon. The Company's annual report is expected to be made available to us after the
date of this Auditor’s Report.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date
of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. Reporting under this section is not
applicable as no other information is obtained at the date of this auditor's report.

Management’s and Board of Directors' Responsibilities for the Standalone Financial
Statements

The accompanying financial statements have been approved by the Company’s Board of
Directors. The Company's Management and Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the preparation and presentation of these
standalone financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, changes in equity and cash
flows of the Company in accordance with the Indian Accounting Standard (Ind AS) and other
accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone financial 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, the Management and Board of Directors are
responsible for assessing the Company’s 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 charged with governance are also responsible for overseeing the Company’s financial
reporting process .

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial
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;

• Obtain an understanding of internal financial controls relevant to the audit in order 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 financial controls system with Reference to
Standalone Financial Statements in place and the operating effectiveness of such
controls;

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

• Conclude on the appropriateness of Management and Board of Directors 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 Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the standalone 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 auditor’s 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 standalone financial
statements, including the disclosures, and whether the standalone financial

statements represent the underlying transactions and events in a manner that achieves
fair presentation.

Materiality is the magnitude of misstatements in the standalone 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 standalone 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 standalone financial statements of
the current period and are therefore, the key audit matters. We describe these matters in our
auditor’s 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 (Auditor's Report) Order, 2020 (“the Order”) issued by
the Central Government in terms of Section 143(11) of the Act, we give in “Annexure
A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 best of
our knowledge and belief were necessary for the purposes of our audit of the
accompanying standalone financial statements;

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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including
Other Comprehensive Income, the Standalone Statement of Changes in Equity and the
Standalone Statement of Cash Flows dealt with by this Report are in agreement with
the relevant books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act;

e) On the basis of the written representations received from the directors as on March
31, 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 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
Standalone Financial Statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s
internal financial controls with Reference to Standalone Financial Statements; and

g) With respect to the other matters to be included in the Auditor’s 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 of the Act.

h) With respect to the other matters to be included in the Auditor’s 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 as at March 31, 2025 in its standalone financial statements (Refer note 37
to the standalone financial statements);

ii. The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses as at March 31, 2025;

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 31-March-
2025;

iv. a) The management has represented that, to the best of its knowledge and belief, on

the date of this audit report, 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 entity(ies), including foreign
entities (‘the 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 (‘the Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf 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 (‘the 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 performed as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the management representations under sub-clauses (a) and (b)
above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31-
March-2025.

vi. Based on our examination, which included test checks, the Company has used
accounting software systems for maintaining its books of account for the year
ended 31-March-2025 which have 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 systems. Further, during the course of our
audit, we did not come across any instance of audit trail feature being tampered
with.

For ATK & Associates

Chartered Accountants

Firm registration number: 018918C

Sd/-

CA Ankur Tayal

Partner

Membership number: 404791

UDIN: 25404791BMIBCH4612

Place: Noida

Date: 29-04-2025