We have audited the accompanying standalone Ind AS
financial statements of Keynote Financial Services

Limited (“the Company”), which comprise the Balance
Sheet as at March 31,2025, the Statement of Profit and
Loss (including the Statement of Other Comprehensive
Income), the Cash Flow Statement and the Statement
of Changes in Equity for the year then ended, and
notes to the standalone Ind AS financial statements,
including a summary of significant accounting policies
and other explanatory information (hereinafter referred
to as “the standalone Ind AS financial statements”).

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone Ind AS 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 applicable Indian
Accounting Standards (‘Ind AS’) prescribed under
Section 133 of the Companies Act, 2013 (“the Act”),
read with relevant rules issued thereunder and other
accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31,
2025, and its profit and other comprehensive income,
changes in equity and its cash flow for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone Ind
AS financial statements in accordance with the
requirements of applicable Standards on Auditing
(SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further
described in the ‘Auditor’s Responsibilities for the
Audit of the standalone Ind AS 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 standalone Ind AS
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 Ind AS financial statements.

Key Audit Matters

(a) Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the Ind AS financial statements for
the financial year ended March 31,2025. 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.
For each matter below, our description of how
our audit addressed the matter is provided in that
context.

(b) We have determined the matters described below
to be the key audit matters to be communicated
in our report. We have fulfilled the responsibilities
described in the Auditor’s responsibilities for
the audit of the Ind AS financial statements
section of our report, including in relation to
these matters. Accordingly, our audit included
the performance of procedures designed to
respond to our assessment of the risks of material
misstatement of the Ind AS financial statements.
The results of our audit procedures, including the
procedures performed to address the matters
below, provide the basis for our audit opinion on
the accompanying Ind AS financial statements.

Other Information

(a) The other information comprises the information
included in the Annual Report, but does not
include the Ind AS financial statements and our
auditors’ report thereon. The Company’s Board
of Directors and the Company’s Management is
responsible for the other information.

(b) Our opinion on the Ind AS financial statements
does not cover the other information and we do
not express any form of assurance conclusion
thereon.

(c) The other information comprises management’s
discussion & analysis, the Board of Directors’
report and additional disclosures as required
under various directions issued by the RBI
included in the Company’s annual report, but
does not include the Ind AS financial statements
and our auditor’s report thereon. This other
information is expected to be made available to
us after the date of this auditor’s report.

(d) In connection with our audit of the Ind AS financial
statements, our responsibility is to read the other
information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with
the Ind AS financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated.

(e) When we read the Company’s annual report, if
we conclude that there is a material misstatement
therein, we are required to communicate the

matter to those charged with governance and
take necessary actions, as applicable under the
relevant laws and regulations.

Responsibilities of Management and Those

Charged with Governance for the Ind AS financial

statements

(a) The Company’s Management and the Board of
Directors are responsible for the matters stated
in section 134(5) of 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) specified under section 133 of the Act
read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. 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 the
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

Ind AS financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.

(b) In preparing the Ind AS 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.

(c) The Company’s Management and the Board of
Directors are also responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind

AS financial statements

(a) Our objectives are to obtain reasonable
assurance about whether the Ind AS 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 Ind AS financial
statements.

(b) 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 Ind AS financial
statements, whether due to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that are 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 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.

(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
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 Ind AS 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.

(v) Evaluate the overall presentation, structure
and content of the Ind AS financial
statements, including the disclosures, and
whether the Ind AS financial statements
represent the underlying transactions
and events in a manner that achieves fair
presentation.

(c) Materiality is the magnitude of misstatements in
the Ind AS financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user
of the Ind AS 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 work; and (ii) to evaluate the effect of any
identified misstatements in the Ind AS financial
statements.

(d) 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.

(e) We also provide with 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.

(f) From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the Ind AS financial statements of the
financial year ended March 31,2025 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 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
paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, based
on our audit we report that:

a) We have sought and obtained all the
information and explanations, which to
the 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 the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes
in Equity dealt with by this Report are
in agreement with the relevant books of
account;

d) In our opinion, the aforesaid Ind AS financial
statements comply with the Accounting
Standards specified under Section 133 of
the Act, read with the relevant rules issued
thereunder;

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 are
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 with reference to these Ind AS
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in “Annexure B”
to this report;

g) In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid / provided
by the Company to its directors during the
year is in accordance with the provisions of
Section 197 of the Act read with Schedule
V 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 positions in its Ind AS financial
statements. Refer Note 33 to the Ind AS
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 it’s knowledge
and belief, other than as disclosed
in the notes 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,
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) Whether the management has
represented, that, to the best of
it’s knowledge and belief, other
than as disclosed in the notes
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,
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
that the auditor has considered
reasonable and appropriate in
the circumstances, nothing has
come to their notice that has
caused them to believe that the
representations under sub-clause
(i) and (ii) of Rule 11e contain any
material mis-statement.”

(d) 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.
Additionally, the audit trail has
been preserved by the company
as per the statutory requirements
for record retention.

v) The final dividend proposed in the
previous year, declared and paid by
the Company during the year by the
company is in compliance with section
123 of the Companies Act, 2013.

For S M S R & Co LLP

Chartered Accountants
Firm Registration No. 110592W/W100094

Sd/-

Place: Mumbai Sudarshan Jha

Date: May 29, 2025 Partner

UDIN: 25049369BMMKYH7114 Membership No: 049369