We have audited the standalone Ind AS financial statements of
IIFL Capital Services Limited ( Formerly known IIFL Securities
Ltd), which comprise Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss, Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and notes
to the financial statements, including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as “the 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 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 and 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 of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described
in the Auditor’s 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 (“ICAI”) together
with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and
the Rules 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 opinion on the financial statements.

Emphasis of Matter

We draw attention to Note 31(5) to the accompanying financial
statements, describing the search conducted by Income-Tax
authorities ('the department') at the premises of the Company.
The Company has not received any communication from the
department regarding the outcome of the search. Hence,
the consequent impact on the financial statements, if any, is
not ascertainable.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. We
have determined the matters described below to be the key
audit matters to be communicated in our report:

Information Other than the Financial Statements
and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Company’s Annual
Report but does not include the financial statements Auditors
Report(s) 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 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.

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

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance,
total comprehensive income, changes in equity and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
accounting standards specified under Sec 133 of the Act.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the

Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that 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 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 the 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
Company’s financial reporting process.

Auditor’s 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 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 financial statements.

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

Ý 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.

Ý 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 in place and the
operating effectiveness of such controls.

Ý Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

Ý Conclude on the appropriateness of management’s 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 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.

Ý 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 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 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, to the extent applicable.

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 of
the 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 Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of changes in Equity and the Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account maintained for the purpose
or preparation of the financial statements.

d) In our opinion, the aforesaid financial 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 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 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
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 managing

director 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, 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 31 of the
financial statements;

(ii) The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses- Refer Note No 40 (3)
of the financial statements;

(iii) There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company- Refer Note No 40 (4) of the
financial statements;

(iv) (a) The management has represented that, to the best
of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind
of funds) by the company to or in any other person
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 - Refer Note No 40 (1) of
the financial statements;

(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 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 - Refer Note No 40 (2) of
the financial statements; and

(c) In our opinion and based on the audit procedures,
we have 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) contain
any material misstatement.

(v) The interim dividend declared and paid by the Company
during the year and until the date of this report is in
compliance with Section 123 of the Act;

(vi) Based on our examination which included test checks
and in accordance with requirements of implementation
Guide on Reporting on Audit Trail under Rule 11(g)
of Companies (Audit and Auditors) Rules, 2014, the
Company has used accounting software for maintaining
its books of accounts 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 audit trail has been preserved by the company as
per the statutory requirements for record retention and
during the course of our audit we did not come across any
instance of audit trail feature being tampered with.

For V. Sankar Aiyar & Co.

Chartered Accountants
(FRN 109208W)

Place: Mumbai (S Nagabushanam)

Date: April 28,2025 (M.No.107022)

UDIN: 25107022BMLYTM7322