We have audited the standalone financial statements
of Rane Holdings Limited (the "Company") which
comprise the standalone balance sheet as at 31 March
2025, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone
statement of cash flows for the year then ended, and
notes to the standalone financial statements, including
material 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 Companies Act, 2013
("Act") in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of
the Company as at 31 March 2025, and its profit and
other comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
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 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 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 thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the
standalone financial statements.

Key Audit Matter

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 period. We have determined that there are no
key audit matters to communicate in our report.

Other Information

The Company's Management and Board of Directors
are responsible for the other information. The other

information comprises the information included in the
Company's annual report, but does not include the
financial statements and 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 in the 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 and Board of Directors'
Responsibilities for the Standalone 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 state of affairs, profit/ loss
and 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 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, 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 the 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 is 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 with reference to
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 and Board of Directors use of the
going concern basis of accounting in preparation
of standalone 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.

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 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 A. 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 matter stated in the paragraph 2B(f)
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),
the standalone statement of changes in
equity and the 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 Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 14 April
2025 and 15 April 2025 taken on record by
the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from
being appointed as a director in terms of
Section 164(2) of the Act.

f. the qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph
2A(b) above on reporting under Section
143(3)(b) of the Act and paragraph 2B(f)
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
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure B".

S. 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, in our opinion and to the best of our
information and according to the explanations
given to us:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2025
on its financial position in its standalone
financial statements - Refer Note 37 to the
standalone financial statements.

b. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

c. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

d (i) The management has represented that,
to the best of its knowledge and belief, as
disclosed in the Note 33.3 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 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, as
disclosed in the Note 33.3 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 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.

(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.

e. The final dividend paid by the Company
during the year, in respect of the same
declared for the previous year, is in
accordance with Section 123 of the Act to
the extent it applies to payment of dividend.

As stated in Note 20(d) to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is
in accordance with Section 123 of the Act
to the extent it applies to declaration of
dividend.

f. Based on our examination which included
test checks, the Company has used
accounting software for maintaining its
books of account which have a feature of
recording audit trail (edit log) facility and the
same has been operating throughout the

year for all relevant transactions recorded in
the respective software, except that:

- t he feature of audit trail was enabled
at the database layer of the accounting
software from 7 June 2024 onwards.

- t he feature of audit trail was enabled
from 4 June 2024 onwards at the
application layer for the accounting
software used for maintaining books
of accounts for certain fields relating to
payroll.

Further, for the periods where audit trail (edit
log) facility was enabled for the respective
accounting softwares, we did not come
across any instance of the audit trail feature
being tampered with. Additionally, except
where audit trail (editlog) facility was not
enabled in the previous year, the audit trail
has been preserved by the company as per
statutory requirements for record retention.

C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the
Act:

I n our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which
are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm's Registration No.:101248W/W-100022

S Sethuraman

Partner

Place : Chennai Membership No.: 203491

Date: 30 May 2025 ICAI UDIN:25203491BMLJSQ6299