We have audited the accompanying Standalone Financial Statements of Rupa & Company Limited (“the Company”), which comprise the
Standalone Balance sheet as at March 31, 2026, the Standalone Statement of Profit and Loss, (including the Other Comprehensive Income),
the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity 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, as amended (“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
Standard ) 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, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) as specified under
section 143(10) of the Act. Our responsibilities under those standards are further described in the ‘Auditor’s Responsibility 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 ethical requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the Rules made there under, 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 judgement, were of most significance in our audit of the Standalone Financial
Statements for the financial year ended March 31, 2026. 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. For each matter
below, our description of how our audit addressed the matter is provided in that context.

Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business
Responsibility and Sustainability Report, Corporate Governance Report, Shareholder’s Information, etc., but does not include the Standalone
Financial Statements and our auditor’s report thereon.

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
that we 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. We have nothing to report in this regard.

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

The Company’s Management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone 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 judgements 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, 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 Board of
Directors 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 Responsibility 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 judgement 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 control 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.

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

• 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 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 Standalone 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 misstatement 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 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. Further to our comments in the annexure referred to in the paragraph above, 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; except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 and for an accounting software managed by a third-party service provider to capture incentive
point of the dealers, we are unable to comment whether the backup of the books of account is maintained. This is due to the
absence of an independent auditor's report (SOC report) regarding the backup of books of account maintained by the third-party
service provider;

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

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;

(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section
164(2) of the Act;

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph
2(b) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules,2014;

(g) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of the Section
197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanation given to us,
the remuneration paid/ provided by the Company to its directors for the year ended March 31, 2026 is in accordance with the
provisions of Section 197 of the Act read with Schedule V of the Act; and

(i) 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 as at March 31, 2026 on its financial position in its Standalone
Financial Statements - Note 39 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 has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund
by the Company.

IV. (a) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 52(f)(i) to

the Standalone 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(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) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 52(f)(ii) to
the Standalone Financial Statements, 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 our 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 paragraph 2(i) (iv)(a) &(b), contain any material misstatement.

V. (a) The dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with

Section 123 of the Act, as applicable.

(b) As stated in Note 41 to the Standalone Financial Statements, the Board of Directors of the Company has proposed
dividend for the year, which is subject to the approval of the Members at the ensuing Annual General Meeting. The
amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

VI. Based on our examination, which included test checks, the Company has used accounting software(s) for maintaining books
of account for the financial year ended March 31, 2026 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(s), except as described in Note
53 to the Standalone financial statements, that:

i) The feature of recording audit trail (edit log) w.r.t what has been changed is not enabled at the application layer of the
accounting software “Pragati” application for maintaining the books of accounts.

ii) The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes
for the accounting software “SAP S/4 HANA” and “Pragati” application used for maintaining the books of accounts.

Further, during the course of our audit, we did not notice any instance of audit trail feature being tampered with wherein such
audit trail feature was enabled.

Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention to the
extent it was enabled and recorded in the prior years.

For Singhi & Co.

Chartered Accountants

Firm Registration No.302049E

(Shrenik Mehta)

Partner

Place: Kolkata Membership No. 063769

Dated: May 26, 2026 UDIN: 26063769HADPZC8976