1.1 We have audited the Standalone financial statements of Indbank Merchant Banking Services Limited (“the Company”),
which comprise the balance sheet as at 31st March 2025, and 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 significant accounting policies and other explanatory information (“the financial statements”).

1.2 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, 2025, the Profit and total
comprehensive income, changes in equity and its cash flows for the year ended on that date.

2 Basis for Opinion

2.1 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 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 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
thereunder, 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
opinion.

3 Emphasis of Matter

We draw attention to Note 36 of the financial statements, which describes the pending litigation related to disputed
income tax demands amounting to Rs. 1842.78 Lakhs, regarding the company claiming an exemption under section
10(38) (Exemption on Long-Term Capital Gains from Sale of Equity Shares on which the Securities Transaction Tax
paid), however the income has been treated as Business income by the Assessing officer for the assessment years 2007¬
08 to 2009-10 for which a appeal has been filled with Hon’ble High Court of Madras. Provision has not been made in the
accounts as the management believes, based on legal advice, that liability may not arise. Our opinion is not modified in
respect of this matter.

4. 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, we do not provide a separate opinion on these matters.

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

5.1 The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in Board’s Report, but does not include the financial statements and our auditor’s report there on. The
Board’s report is expected to be made available to us after the date of this auditor’s report.

5.2 Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

5.3 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.

5.4 When we read the Board’s report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

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

6.1 The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that 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.

6.2 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 management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

6.3 Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

7. Auditor’s Responsibilities for the Audit of the Financial Statements

7.1 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.

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

a. 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.

b. 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.

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

d. 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.

e. 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.

7.3 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.

7.4 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.

8. Report on Other Legal and Regulatory Requirements

8.1 As required by the Companies (Auditor’s 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 “Annexure A”, a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

8.2 As required by Comptroller and Auditor General of India through directions/sub-directions issued under Section 143(5)
of the Companies Act 2013, on the basis of written representation received from the management, we give our report
on the matter specified in the “Annexure-B” attached.

8.3 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, 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 aforesaid financial statements comply with the Indian Accounting Standards prescribed under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) Disqualification of directors stated under Section 164(2) of the Act is not applicable to a Government Company as
per notification no. GSR 463(E) of the Ministry of Corporate Affairs dated June 05 2015;

f) Being a Government Company, the provisions of section 197 are not applicable to the Company as per the
notification of MCA in G.S.R. 463(E) dated 5th June 2015 and therefore the reporting requirement under section
197(16) does not arise;

g) 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 C”; and

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 as at March 31,2025 on its financial position in
its standalone financial statements - Refer note 36 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;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company;

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note

43 to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in any other person(s)
or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, 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 the note 43
to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise,
that the Company shall, 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
(i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend is declared or paid during the year by the Company.

vi. Based on our examination which included test checks, 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. The audit trail has
been preserved by the company as per the statutory requirements for record retention.

For BRAHMAYYA & CO.,

Chartered Accountants

Firm Registration No: 000511S

Place: Chennai K Jitendra Kumar

Date: April 24, 2025 Partner

Membership No: 201825
UDIN No:25201825BMIWOH6451