Auditor Report of Anand Rathi Share & Stock Brokers Ltd.

Mar 31, 2026

We have audited the accompanying standalone financial
statements of Anand Rathi Share and Stock Brokers Limited

("the Company”), which comprise the balance sheet as at
March 31, 2026, the statement of profit and loss, (including
other comprehensive income), the statement of changes in
equity and the statement of cash flows for the year ended on
that date and a summary of significant 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 (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, (the
"Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,2026,
and it’s profit, including 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 standalone financial statements in
accordance with the Standards on Auditing ("SA”s) specified under
section 143(10) of the Act. Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities 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 (the "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 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 financial statements.

Emphasis of Matter

Attention is drawn to the Note No. 38(c ) regarding a claim
against the Company, by one of its clients for alleged fraudulent
off market transfer of his shares/securities disputed by the
Company, pending investigation, amounting to Rs. 130 millions.

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 Standalone
financial statements of the current financial year. 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. We
have determined the matters described below to be the key audit matters to be communicated in our report:

Key Audit Matter

How our audit addressed the key audit matter

1. Margin Trading Facility: Margin Trading Facility of Rs. 11,019.31 millions (Refer Note 7) Margin Trading Facility (MTF) income and related receivables are significant to the financial statements due to the volume of transactions and the involvement of judgment in determination of interest income, authorization of interest rate concessions, and assessment of adequacy of collateral and recoverability of balances. Further, the risk associated with margin compliance and overdue exposures increases the susceptibility to misstatement in revenue recognition and valuation of receivables. Accordingly, this area was considered to be a key audit matter.

Audit procedures followed: (i) Enquiries made with those charged with the governance and key managerial personal about the procedure followed for giving loans • Recalculated interest income on a sample basis using applicable interest rates as per the interest rate report and verified the MTF interest reconciliations, including reversals, where applicable. • Tested the design and operating effectiveness of controls relating to authorization of interest rate reductions, including verification of management approvals and CEO approvals for MTF sanctions exceeding ?5 crores.

Key Audit Matter

How our audit addressed the key audit matter

2. Revenue from Operations: Brokerage and Related Services of Rs. 4039.22 millions Revenue from brokerage and related services income represents a significant portion of the Company’s revenue and is recognized based on a high volume of trades executed on behalf of clients. The process is system-driven and involves judgment in applying the principles of Ind AS 115 - Revenue from Contracts with Customers, including determination of transaction price and timing of revenue recognition. Accordingly, this area was considered as a key audit matter. Due to the significant volume of transactions, reliance on IT systems, and judgment involved in revenue recognition, this area was considered a key audit matter.

• Reconciled the MTF outstanding balances with client ledgers and the trial balance. For selected samples, verified that the loan exposure was adequately covered by the value of pledged securities to ensure compliance with margin requirements. • Examined the ageing of MTF balances as at March 31, 2026, and assessed whether balances outstanding beyond 90 days were appropriately identified, classified, and considered for provisioning, where required. • Agreed the MTF balances disclosed in the financial statements with the underlying accounting records, including the combined trial balance based on exchange- specific MTF codes. Our procedures included testing the design and operating effectiveness of controls over trade processing and brokerage computation, verifying samples of brokerage income with contract notes and exchange data, recomputing brokerage based on agreed rates, performing cut-off testing for trades around year-end, and carrying out analytical procedures to assess the reasonableness of revenue recognized.

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

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis, Board
of Directors Report including Annexures to Board’s Report,
Business Responsibility & Sustainability Report, Corporate
Governance Report and Shareholders’ information 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, 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.

Management''s responsibility for the financial
statements

The Company’s management and board of directors are
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, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including Ind AS 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 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, 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.

The Company’s management and board of directors’ are
also responsible for overseeing the Company’s financial
reporting process.

Auditor''s Responsibilities 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 judgment 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 with reference to standalone financial statements
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 misstatements in 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 (Auditors’ Report) Order,
2020 ("the Order”) issued by the Central Government
in terms of Section 143(11) 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, 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 other comprehensive income, the 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 standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as at March 31, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as at March 31, 2026 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 directors
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 Auditors’ 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
standalone financial statements. (Refer Note 38)

ii. The Company does not have any long¬
term contracts including derivatives
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.

(i) (i) 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(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;

(ii) The management has represented that, to
the best of its knowledge and belief, 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

(iii) 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 (i) and (ii) above,
contain any material misstatement.

(j) As Stated in Note no. 55 to the standalone financial
statements, the Board of Directors of the Company
has proposed a dividend for the year ended March
31, 2026 subject to approval of the Shareholders
at the ensuing Annual General Meeting. Such
proposed dividend is in accordance with section
123 of the Act, to the extent it is applicable to the
payment of dividends.

(k) Based on our examination, which included test
checks, the Company has used accounting
software(s) for maintaining its 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
system. Further, during the course of our audit we did
not come across any instance of the audit trail feature
being tampered with.

For R Kabra & Co LLP

Chartered Accountants
(Firm Registration No. 104502W/W100721)

Sd/

Deepa Rathi

Partner

Place: Mumbai Membership No.: 104808

Date: 14^th April, 2026 UDIN: 26104808ZMDPUG4253