1. We have audited the accompanying standalone financial statements of Shardul Securities Limited (“the Company”), which
comprise the standalone Balance sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Cash Flow Statement 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).

2. 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 (“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 the ended on that date.

Basis for opinion

3. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) 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 (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.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the year ended March 31,2025. 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 the matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for the audit of the standalone 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 standalone 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 standalone financial statements.

5. The Company's Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Annual report, but does not include the Standalone financial statements and our auditor's report
thereon.

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

7. In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

8. When we read the Annual report, if we conclude that there is a material misstatement of this other information, 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 Board of Directors for the standalone financial statements

9. 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, other comprehensive income, changes in equity and cash flows 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. 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 software for ensuring compliance with applicable laws and regulations including
those related to retention of audit logs; 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.

10. In preparing the standalone financial statements, the Management and 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.

11. Those 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

12. 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.

13. 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 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 the Management and Board of Directors.

• Conclude on the appropriateness of the management's and Board of Directors use of the going concern basis of
accounting in preparation of financial statements 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.

14. 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.

15. 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.

16. 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 for 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

17. 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.

18. A As required by Section 143(3) of the Act, we report, to the extent applicable, 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 certain matters stated in the paragraph 18B(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014;

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income),
Standalone Statement of Changes in Equity and Standalone statement of Cash Flows 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;

(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 is disqualified as on March 31, 2025 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 in respect of audit trail
are as stated in paragraph 18A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 18B(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 and
the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

B. 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 31,2025 on its financial position in its
standalone financial statements - Refer Note 43 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 of the Company 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; (Refer note 47(v)
to the standalone financial statements)

b) The Management of the Company 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 Parties
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (Refer
note 47(vi) to the standalone financial statements)

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 has been declared or paid during the year by the Company.

vi. As stated in note 46 to the standalone financial statements and based on our examination which included test checks,
we observed that the accounting software used by the Company for maintaining its books of accounts for the financial
year ended March 31,2025 has the feature of audit trail (Edit Log) facility and the was operated effectively throughout
the year. Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with, in respect of accounting software wherever audit log was enabled. Additionally, the audit trail has
been preserved by the Company as per the statutory requirements for the record retention.

C With respect to the other matters to be included in the Auditors' 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/
provided by the Company to its directors during the year is in accordance with the provisions of Section 197 read with
Schedule V to the Act and not in excess of the limit laid down under Section 197 of the Act.

For Akkad Mehta & CO. LLP

ICAI Firm Registration Number: 100259W/W100384

Chartered Accountants

Nirav Mehta

Partner

Membership Number: 152552

UDIN: 25152552BMLIZU9476

Place: Mumbai

Date: May 28, 2025