We have audited the standalone financial statements of B.N. Rathi Securities Limited (“theCompany”), which comprise the Standalone Balance Sheet as at 31st March 2026, theStandalone Statement of Profit and Loss (including Other Comprehensive Income), theStandalone Statement of Changes in Equity and Standalone Statement of Cash Flows for theyear then ended, and notes to the standalone financial statements, including a summary ofsignificant accounting policies and other explanatory information.
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 Act in themanner so required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit(including other comprehensive income), changes in equity and its cash flows for the year endedon that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the standalone financial statements under theprovisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of mostsignificance in our audit of the standalone financial statements of the current period. Thesematters were addressed in the context of our audit of the standalone financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters. We have determined that there are no key audit matters to communicate in our report.
Information Other than Financial Statements (Other Information)
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not include thestandalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and wedo not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to readthe other information and, in doing so, consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement ofthis other information, we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management and Those Charged with Governance for theStandalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance, totalcomprehensive income, changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the Indian AccountingStandards specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding ofthe assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of thefinancial statement 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, management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, or has no realistic alternative but to doso.
Those Board of Directors are also responsible for overseeing the Company's financial reportingprocess.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financialstatements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs will alwaysdetect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these standalone financialstatements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financialstatements, whether due to fraud or error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act, 2013, we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls with reference to the standalone financialstatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's report to the related disclosures in thestandalone financial statements or, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financialstatements, including the disclosures, and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
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 reasonablyknowledgeable user of the standalone financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effect of any identified misstatementsin the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence,and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. 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 ourknowledge 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 Companyso far as it appears from our examination of those books except for the matter stated inparagraph 1(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014 (as amended).
(c) The Balance Sheet, the Statement of Profit and Loss including Other ComprehensiveIncome, Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March,2026 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The modification relating to the maintenance of accounts and other matters connectedtherewith are as stated in paragraph 1(b) above and paragraph 1(i)(vi) below on reportingunder 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 thestandalone financial statements and the operating effectiveness of such internal financialcontrols with reference to the standalone financial statements, refer to our separate Reportin “Annexure A”.
(h) In our opinion and to the best of our information and according to the explanations given tous, the remuneration paid by the company to its directors during the year is in accordancewith the provisions of section 197 of the Act.
(i) With respect to the other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinionand to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact in its financialposition;
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.
iii. There is no delay in transferring amounts, which were required to be transferred to theInvestor Education and Protection Fund by the Company.
iv.
(a) The Management has represented that (Refer Note 41 of the Standalone financialstatements), to the best of its knowledge and belief, no funds (which are material eitherindividually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person or entity, including foreign entity (“Intermediaries”), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall,whether, directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that (Refer Note 41 of the Standalone financialstatements), to the best of its knowledge and belief, no funds (which are material eitherindividually or in the aggregate) have been received by the Company from any person orentity, including foreign entity (“Funding Parties”), with the understanding, whetherrecorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lendor invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)above, contain any material misstatement.
v. The final dividend paid by the Company during the year in respect of the same declared forthe previous year is in accordance with Section 123 of the Act to the extent it applies topayment of dividend.
As stated in Note 39 of the standalone financial statements, the Board of Directors of theCompany have proposed final dividend for the year which is subject to the approval of themembers of the Company at the ensuing Annual General Meeting. The dividend declaredis in accordance with Section 123 of the Act to the extent it applies to declaration ofdividend.
vi. Based on our examination which included test checks, the company has used anaccounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevanttransactions recorded in the software and the audit trail feature has not been tampered withand the audit trail has been preserved by the Company as per the statutory requirementsfor record retention. However, the accounting software used by the Company has not beenenabled with the feature of audit trail (edit log) at the database level to log direct file levelchanges. Considering the limitation in the accounting software, we are unable to commenton whether the audit trail (edit log) at database level has been tampered with or not asrequired by Rule 3(1) of the Companies (Accounts) Rules, 2014.
2. As required by the Companies (Auditor's Report) Order, 2020, (‘the Order') issued by theCentral Government in terms of Section 143 (11) of the Act, we give in “Annexure B” astatement on the matters specified in paragraphs 3 and 4 of the Order.
For M. Anandam & Co.,
Chartered Accountants(Firm’s Registration No. 000125S)
Sd/-
M. R. VikramPartner
Membership No. 021012UDIN: 26021012BMIOXU7290
Place: HyderabadDate: 14th May, 2026