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BITS Ltd Interim / Quarterly Report 2026
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Interim / Quarterly Report
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BITS
BITS Limited
CIN No.: L72200MH1992PLC469575
Regd. Off.: 23, Great Western Building, 1st Floor, 130/132, Shahid Bhagat Singh Road,
Fort, Mumbai - 400 001. • Tel.: 022-4002 3237 • E-mail: [email protected] • Website: bits.net.in
To,
The Manager (Listing)
BSE Limited
Phiroze Jee Jeebhoy Towers,
Dalal Street, Mumbai- 400001
Date: - 25th May, 2026
SUBJECT: - OUTCOME OF BOARD MEETING HELD ON 25TH MAY, 2026
Dear Sir/ Ma'am,
The Board of Directors at its meeting held today i.e. 25th May, 2026, have considered and approved the following agenda items:
A) The Audited (Standalone & Consolidated) Financial Results for the Quarter & Financial Year Ended 31st March, 2026;
B) Any other items as mentioned in the agenda.
In pursuance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the following:
-
A copy of duly signed Audited (Standalone & Consolidated) Financial Results along with Auditors Report, Statement of Assets and Liabilities and Cash Flow Statements for the Quarter & Financial Year Ended 31st March, 2026, is attached as Annexure A.
-
A declaration in respect of Audit Reports with Unmodified Opinion is attached as Annexure B
Further, pursuant to SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 read with relevant circulars issued by stock exchanges in this regard, the following disclosures are being made:
A. Financial Results – Enclosed
B. Statement on deviation or variation for proceeds of public issue, rights issue, preferential issue, qualified institutions placement etc. – Not Applicable
C. Disclosure of outstanding default on loans and debt securities – Not Applicable
D. Disclosure of related party transactions (applicable only for half-yearly filings i.e., 2nd and 4th quarter) - will be filed along with XBRL for financial results.
E. Statement on impact of audit qualifications (for audit report with modified opinion) submitted along with annual audited financial results (standalone and consolidated separately) (applicable only for annual filing i.e., 4th quarter) – Not Applicable
B
The Meeting of Board of the Directors commenced at 02:00 P. M. and concluded at 04:00 P.M.
Kindly take the above information on your records and oblige.
Thanking You,
Your's Faithfully,
For Bits Limited
CA
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
A-27, Vivek Vihar,
Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
INDEPENDENT AUDITOR'S REPORT
To the Members of BITS LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of BITS Limited (“the company”), which comprise the balance sheet as at 31st March 2026, and the statement of profit and loss (including other comprehensive income), statement of changes in equity, statement of cash flows for the year then ended, and notes to the 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 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 31st March 2026, and its profit, 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 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 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 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.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The company’s Management and Board of Directors are responsible for the preparation of 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 Statement, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our Auditor’s Report thereon. The company’s annual report is expected to be made available to us after the date of this Auditor’s Report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
CA
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
A-27, Vivek Vihar,
Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available 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 communicate the matter with those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. We have nothing to report in this regard.
Responsibilities of Management and Board of Directors 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 Companies Act 2013. 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 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 they either intend to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Management and Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 financial statements.
CA
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 Management and Board of Directors.
-
Conclude on the appropriateness of Management's and Board of Director's 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 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.
CA
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.
Report on Other Legal and Regulatory Requirements
-
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.
-
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 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
(c) The standalone balance sheet, the 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 accounts.
(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.
(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 on 31st 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 connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(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".
(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, in our opinion and to the best of our information and according to the explanations given to us:
CA
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
a. The Company does not have any pending litigations as at 31st March, 2026 which would impact on its financial position in its 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 were no amounts which were 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, 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Company or
- provide any guarantee, security or the like to or 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or
- provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as 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) & (ii) contain any material misstatement.
e. No dividend has been declared or paid during the year by the company. Hence the compliance with Section 123 of this act is not applicable to company.
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 operated throughout the year for all relevant transactions recorded in the respective software.
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with. Additionally, where audit trail (edit log) facility was enabled in the previous year, the audit trail has been preserved by the Company as per the 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, in 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 R C CHADDHA & CO LLP
CHARTERED ACCOUNTANTS
FRN: 003151N
BHISHM
MADAN
(BHISHM MADAN)
(Partner)
M. No. 524462
Place - New delhi
Date - 25.05.2026
UDIN - 26524462UHYCQR7121
Digitally signed by BHISHM
MADAN
Date: 2026.05.25 15:38:02
+05'30"
ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT
Report on Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act
With reference to the Annexure A referred to in the Independent Auditor's Report to the members of the Company on the standalone financial statements for the year ended 31st March 2026, we report the following:
(i) (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.
(B) The Company does not have any intangible assets.
(C) The Property, Plant and Equipment have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.
(D) Title deeds of all the immovable properties disclosed in the financial statement are held in the company.
(E) The Company has not revalued its Property, Plant and Equipment during the year.
(F) No proceedings have been initiated during the year or are pending against the company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) (a) The Company does not have any inventory. Hence reporting under clause 3(ii)(a) of the Order is not applicable.
(b) The Company has not been sanctioned working capital limits in excess of Rs 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.
(iii) (a) The company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity. Hence reporting under clause 3(iii) (a) of the Order is not applicable.
(b) The Company has made investment which are not prejudicial to the company's interest. However the company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity.
(c) The company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity. Hence reporting under clause 3(iii) (c to f) of the Order is not applicable.
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
(iv) The company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity. Hence compliance of provision of section 185 of the companies Act, 2013 is not required. However the company has made investment during the year and provisions of section 186 of the Companies Act, 2013 have been complied with.
(v) The company has not accepted any deposits or amounts which are deemed to be deposits from public. Hence reporting under clause 3(v) of the Order is not applicable.
(vi) The company is not required to maintain cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Hence reporting under clause 3(vi) of the Order is not applicable.
(vii) (a). The company is regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities.
There is no undisputed amount payable in respect of Goods and Services Tax, provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues outstanding as on 31st March 2026 for a period more than six months from the date they become payable.
(b). According to the information and explanations given to us, there are no statutory dues referred to in sub clause (a) above which have not been deposited on account of any dispute.
(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) The company has not taken any loans or borrowing from any lenders. Hence reporting under clause 3(ix)(a) is not applicable.
(b) The company has not been declared wilful defaulter by any bank or financial institutions or Government or any Government Authorities.
(c) the company has not taken any term loan during the year and there no outstanding term loan at the beginning of the year. Hence reporting under clause 3(ix)(c) of the Order is not applicable.
(d) The company has not used funds raised on short term basis for any long-term purpose.
(e) The company does not have any subsidiaries or joint ventures. The company has not taken any funds from any entity or person on account of or to meet the obligation of its associates.
(f) The company does not have any subsidiaries or joint ventures. The company has not raised loans during the year on the pledge of securities held in its associates.
R C CHADDA & CO LLP
CHARTERED ACCOUNTANTS
(x)
(a) The company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Hence reporting under clause 3(x)(a) of the Order is not applicable.
(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally). Hence reporting under clause 3(x)(b) of the Order is not applicable.
(xi)
(a) No fraud by the company and no material fraud on the company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the companies Act has been filed in Form ADT-4 as prescribed under rule 13 of companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year.
(c) There is no whistle blower complaint received by the company during the year.
(xii)
The company is not a Nidhi Company. Hence reporting under clause 3(xii) of the Order is not applicable.
(xiii)
All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details of related party transactions have been disclosed in the standalone financial statement as required by applicable accounting standards.
(xiv)
(a) The company has an adequate internal audit systems commensurate with the size and the nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.
(xv)
The company has not entered into any non-cash transactions with directors or persons connected with him, provisions of section 192 of Companies Act, 2013 are not applicable to the company.
(xvi)
(a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence reporting under clause 3(xvi)(a), (b), (c) of the order is not applicable.
(b) There is no Core Investment Company within the Group. Hence reporting under clause 3(xvi)(d) of the Order is not applicable.
(xvii)
The company has not incurred any cash losses in the current financial year, as well as in the immediately preceding financial year. Hence reporting under clause 3(xvii) of the order is not applicable.
(xviii)
There has been no resignation of the statutory auditors during the year. Hence reporting under clause 3(xviii) of the Order is not applicable.
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) The company is not covered under section 135 of the Companies Act, 2013. Hence reporting under clause 3(xx)(a) and 3(xx)(b) of the Order is not applicable.
For R C CHADDHA & CO LLP
CHARTERED ACCOUNTANTS
FRN: 003151N
BHISHM MADAN
Digitally signed by BHISHM MADAN
Date: 2026.05.25 15:38:22 +05'30"
(BHISHM MADAN)
(Partner)
M. No. 524462
Place - New Delhi
Date - 25.05.2026
UDIN - 26524462UHYCQR7121
LLP Identification No.: AAB-4836 (Registered with Limited Liability)
A-27, Vivek Vihar, Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
ANNEXURE B" TO THE INDEPENDENT AUDITORS' REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013("the Act")
We have audited the internal financial controls over financial reporting of the Company" as of 31st March 2026 in conjunction with our audit of the Standalone Financial Statements for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's Internal Financial Controls over the Financial Reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorities of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of the internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
BHISHM MADAN
Digitally signed by BHISHM
MADAN
Date: 2026.05.25 15:38:37 +05'30"
(BHISHM MADAN)
(Partner)
M. No. 524462
Place - New Delhi
Date - 25.05.2026
UDIN - 26524462UHYCQR7121
BITS
BITS Limited
CIN No.: L72200MH1992PLC469575
Regd. Off.: 23, Great Western Building, 1st Floor, 130/132, Shahid Bhagat Singh Road,
Fort, Mumbai - 400 001. • Tel.: 022-4002 3237 • E-mail: [email protected] • Website: bits.net.in
| AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MAR., 2026 (Rs. in Lakh) | ||||||
|---|---|---|---|---|---|---|
| Sr. No | Particulars | Quarter Ended | Year Ended | Year Ended | ||
| (31.03.2026) | (31.12.2025) | (31.03.2025) | (31.03.2026) | (31.03.2025) | ||
| Audited | Unaudited | Audited | Audited | Audited | ||
| i | Revenue from Operation | 43.18 | 38.91 | 30.17 | 146.66 | 113.00 |
| ii | Other Income | 1.11 | 17.66 | 1.30 | 19.44 | 3.92 |
| iii | Total Income (i+ii) | 44.29 | 56.57 | 31.47 | 166.10 | 116.92 |
| iv | Expenses | |||||
| Purchase of Stock in Trade | - | - | - | - | - | |
| Employee benefit expenses | 7.41 | 8.66 | 8.20 | 30.68 | 30.27 | |
| Finance Cost | - | - | - | - | - | |
| Depreciation and Amortisation Expenses | 5.77 | 5.65 | 4.63 | 22.16 | 15.65 | |
| Other Expenditure | 8.52 | 15.45 | 9.84 | 46.34 | 49.80 | |
| Total Expenses | 21.70 | 29.76 | 22.67 | 99.18 | 95.72 | |
| v | Profit/(loss) before exceptional Item & Tax (iii-iv) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| vi | Exceptional Items | |||||
| vii | Profit before tax (v-vi) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| viii | Tax expense | |||||
| (a) Current tax | - | - | - | - | - | |
| (b) Deferred tax | - | - | - | - | - | |
| (c) Prior Period Adjustment Tax | - | - | - | - | - | |
| ix | Profit/(loss) for the period (vii-viii) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| x | Other Comprehensive Income | |||||
| 1 (a) Items that will not be reclassified to profit or (loss) | - | - | - | - | - | |
| (b) Income tax relating to items that will not be reclassified | - | - | - | - | - | |
| to profit or (loss) | - | - | - | - | - | |
| 2 (a) Items that will be reclassified to profit or (loss) | - | - | - | - | - | |
| (b) Income tax relating to items that will be reclassified | - | - | - | - | - | |
| to profit or (loss) | - | - | - | - | - | |
| (b) Prior Period | - | - | - | - | - | |
| Total | ||||||
| xi | Total Comprehensive income for the period (ix+x) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| xii | Paid up Equity share value Capital (Face Value Rs 2/-) | 2,237.50 | 2,237.50 | 2,237.50 | 2,237.50 | 2,237.50 |
| xiii | Earning per Equity Share of Rs. 2/- Each : | |||||
| Basic EPS | 0.0202 | 0.0240 | 0.0079 | 0.0598 | 0.0189 | |
| Diluted EPS | 0.0202 | 0.0240 | 0.0079 | 0.0598 | 0.0189 | |
| PART - II (Select Information for the Quarter Ended 31st Mar., 2026 | ||||||
| A | PARTICULARS OF SHAREHOLDING | |||||
| 1 | Public Shareholding | |||||
| Number of Shares | 39075814 | 39075814 | 39075814 | 39075814 | 39075814 | |
| Percentage of shareholding | 34.93% | 34.93% | 34.93% | 34.93% | 34.93% | |
| 2 | Promoter and promoter group shareholding | |||||
| a) | Pledged/Encumbered | |||||
| b) | Non-encumbered | |||||
| Number of Shares | 72799186 | 72799186 | 72799186 | 72799186 | 72799186 | |
| Percentage of Shares (as total shareholding of promoter and promoter group) | 100% | 100% | 100% | 100% | 100% | |
| Percentage of shares (as a % of the total share capital of the company) | 65.07% | 65.07% | 65.07% | 65.07% | 65.07% | |
| PARTICULARS | ||||||
| B | INVESTOR COMPLAINTS | |||||
| Pending at the beginning of the quarter | Nil | |||||
| Receiving during the quarter | Nil | |||||
| Disposed of during the quarter | Nil | |||||
| Remaining unresolved at the end of the quarter | Nil | |||||
| Note: |
1 The Above Audited Financial Statements \ results for the Quarter & Year ended as on 31st Mar. 2026, have been reviewed by audit committee and approved by the Board of Directors in meeting held on 25th May 2026.
2 The previous year figures have been regrouped, re-classified and recasted wherever necessary.
3 The Company operates in only one segment
4 The figures for the quarter ended 31st March 2026 and 31st March 2025 are the balancing figures between audited figures in respect to the full financial year and the published figure for the nine months ended 31st Dec. 2025.
By the order of the Board of Directors
For BITS LIMITED
OMPRAKASH RAMASHANKAR PATHAK
(MANAGING DIRECTOR)
Place Mumbai
Date: 25.05.2026
BITS
Statement of Assets and Liabilities (Standalone) as on 31.03.2026
(Rs. in Lakh)
| S. NO. | PARTICULARS | As ON
31st March 2026 | As ON
31st March 2025 |
| --- | --- | --- | --- |
| A | ASSETS | | |
| 1 | (A) Non - Current Assets | | |
| | (a) Property, plant and equipment | 790.59 | 754.55 |
| | (b) Other Intangible assets | - | - |
| | (c) Financial assets | - | - |
| | (i) Investments | 324.25 | 310.37 |
| | (ii) Trade Receivable | - | 81.00 |
| | (iii) Loans | 554.80 | 592.85 |
| | (iv) Other Financial Assets | 43.25 | 78.25 |
| | (d) Deferred tax assets(Net) | - | - |
| | (e) Other non-current assets | 93.93 | 1.82 |
| | Subtotal - Non-Current Assets | 1,806.82 | 1,818.84 |
| 2 | (B) Current Assets | | |
| | (a) Financial assets | - | - |
| | (i) Trade Receivables | 21.36 | 13.93 |
| | (ii) Cash and cash equivalents | 74.45 | 12.95 |
| | (iii) Bank balances other that (iii) above | - | - |
| | (iv) Loans | - | - |
| | (v) Others | - | - |
| | (b) Current Tax Assets (Net) | 8.32 | 8.14 |
| | (c) Other Current Assets | - | - |
| | Total - Current Assets | 104.12 | 35.02 |
| | | Total Assets | 1,910.94 |
| B | EQUITY AND LIABILITIES | | |
| 1 | (A) Equity | | |
| | (a) Equity Share Capital | 2,237.50 | 2,237.50 |
| | (b) Other Equity | (376.72) | (443.64) |
| | | Total Equity | 1,860.78 |
| | LIABILITIES | | |
| 2 | (B) Non - Current Liabilities | | |
| | (a) Financial Liability | - | - |
| | (i) Borrowings | - | - |
| | (ii) Other Financial Liability | 44.81 | 36.96 |
| | (b) Provisions | - | - |
| | (c) Deferred Tax Liabilities (Net) | - | - |
| | (d) Other Non-current liabilitiesFinancial Liability | - | - |
| | Total - Non - Current Liabilities | 44.81 | 36.96 |
| 3 | Current Liabilities | | |
| | (a) Financial Liabilities | | |
| | (i) Borrowings | - | - |
| | (ii) Trade Payables | - | - |
| | (A) Total Outstanding dues of micro and small enterprises | - | - |
| | (B) Total Outstanding dues of Creditores other than Micro micro and small enterprises | 0.19 | 0.07 |
| | (iii) Other Financial Liabilities | 2.46 | 20.45 |
| | (b) Other Current Liabilities | 2.70 | 2.52 |
| | (c) Provisions | - | - |
| | (d) Current Tax Liabilities (Net) | - | - |
| | Total - Current Liabilities | 5.35 | 23.04 |
| | | Total Equity & Liabilities | 1,910.94 |
By the order of the Board of Directors
For BITS LIMITED
OMPRAKASH RAMASHANKAR PATHAK
(MANAGING DIRECTOR)
DIN-01428320
Place: Mumbai
Date: 25.05.2026
BITS
CIN No. : L72200MH1992PLC469575
Regd. Off. : 23, Great Western Building, 1st Floor, 130/132, Shahid Bhagat Singh Road,
Fort, Mumbai - 400 001. • Tel. : 022-4002 3237 • E-mail : [email protected] • Website : bits.net.in
| BITS LIMITED CIN - MH72200D1992PLC469575 Statement of Cash flows Standalone for 31.03.2026 Figures in Leth | |||
|---|---|---|---|
| Particulars | Note | 2025-26 | 2024-25 |
| A: CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit before tax | 66.92 | 21.20 | |
| Adjustments for: | |||
| Add: | |||
| Depreciation & amortisation expenses | 22.16 | 15.65 | |
| Finance costs | - | - | |
| Loss on disposal of property, plant & equipment | - | - | |
| Loss on sale of investments | - | - | |
| Loss on Written of Assets | - | - | |
| Provision for diminution in the value of investments | - | - | |
| 89.08 | 36.85 | ||
| Less: | |||
| Dividend received | - | - | |
| Interest income from financial assets measured at amortised costs | (2.03) | (3.00) | |
| Gain on disposal of equity instruments measured at cost | - | (0.75) | |
| Gain on disposal of property, plant & equipment | - | - | |
| Provision for diminution in the value of investments | - | - | |
| Operating profit before change in operating assets & liabilities | 87.05 | 33.10 | |
| Adjustments for: | |||
| Adjustments for: | |||
| (Increase)/Decrease in Inventories | - | - | |
| (Increase)/Decrease in Non-Current Trade Receivables | 81.00 | 186.55 | |
| (Increase)/Decrease in Non-Current Loans & Advances | 38.05 | 449.44 | |
| (Increase)/Decrease in Non-Current Assets | (92.12) | (1.82) | |
| (Increase)/Decrease in Current Trade Receivables | (7.42) | (12.93) | |
| (Increase)/Decrease in Other Current Financial Assets | - | 0.11 | |
| (Increase)/Decrease in Other Non-Current Financial Assets | 35.00 | 0.00 | |
| (Increase)/Decrease in Current Tax Assets | (0.18) | (1.22) | |
| (Increase)/Decrease in Other Assets | - | 0.00 | |
| Increase/(Decrease) in Non-Current Financial Liabilities | 7.85 | 2.20 | |
| Increase/(Decrease) in Other Non-Current Liabilities | - | - | |
| Increase/(Decrease) in Trade Payables | 0.11 | (1.06) | |
| Increase/(Decrease) in Other Current Financial Liabilities | (17.91) | 0.07 | |
| Increase/(Decrease) in Other Current Liabilities | 0.11 | 0.63 | |
| 44.49 | 621.97 | ||
| Cash generated from operations | 131.55 | 655.08 | |
| Less: | |||
| Income tax paid (net of refund) | 0 | 0 | |
| Net cash flow from operating activities | A | 131.55 | 655.08 |
| B: CASH FLOW FROM INVESTING ACTIVITIES | |||
| Payment to acquire property, plant & equipment | -58.19 | -502.64 | |
| Proceeds from disposal of equity instruments measured at FVOCI | - | - | |
| Sale of Investments | 0.00 | 33.35 | |
| Purchase of Investments | (13.89) | (126.91) | |
| Proceeds from redemption of Preference shares measured at FVPL | - | - | |
| Sale of Fixed Assets | - | - | |
| Repayments/(Disbursement) of loans given | - | - | |
| Proceeds from disposal of property, plant & equipment | - | - | |
| Purchase of Fixed Deposit | - | (75.00) | |
| Interest received on financial assets measured at amortised cost | 2.03 | 3.00 | |
| Dividend received | - | - | |
| CASH FLOW FROM INVESTING ACTIVITIES | B | -70.05 | -668.20 |
| C: CASH FLOW FROM FINANCING ACTIVITIES | |||
| Repayments of term loans/non-current borrowings | - | - | |
| Disbursement/(Repayments) of working capital loans/current borrowings | - | - | |
| Total disbursement/(repayments) of working capital loans/current borrowings | - | - | |
| Interest paid | - | - | |
| Dividend on Equity shares(including dividend distribution tax) | - | - | |
| Purchase of equity instruments measured at cost | - | - | |
| Proceeds from disposal of equity instruments measured at cost | - | - | |
| CASH FLOW FROM FINANCING ACTIVITIES | C | 0.00 | 0.00 |
| Net increase/(decrease) in cash & cash equivalents | A+B+C | 61.50 | -13.12 |
| Cash & cash equivalents at the beginning of the financial year | 12.95 | 26.07 | |
| Cash & cash equivalents at the end of the financial year | 74.45 | 12.95 | |
| Change in Cash & cash equivalents during the year | 61.50 | -13.12 |
Place: Mumbai
Date: 25.05.2026
By the order of the Board of Directors
For BITS LIMITED
OMPRAKASH RAMASHANKAR PATHAK
(MANAGING DIRECTOR)
DIN-01428320
R C CHADDA & CO LLP A-27, VivekVihar,
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
INDEPENDENT AUDITOR'S REPORT
To the Members of BITS LIMITED
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying Consolidated Financial Statements of BITS LIMITED (hereinafter referred to as the 'Holding Company') and its associate companies, which are companies incorporated in India, which comprise the Consolidated Balance Sheet as at 31st March 2026, and the Consolidated Statement of Profit and Loss, the Consolidated Statement of changes in Equity and the Consolidated Cash Flows Statement for the year then ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies (hereinafter referred to as "the Consolidated Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Company as at 31st March 2026, of consolidated Profit, consolidated changes in equity and its consolidated cash flows for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI"), and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Companies Act, 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information Other than the Consolidated Financial Statements and Auditor's Report Thereon
The Holding company's Board of Directors is responsible for the preparation of 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 Report, Corporate Governance and Shareholder's Information, but does not include the Consolidated financial statements and our Auditor's report thereon.
R C CHADDA & CO LLP A-27, VivekVihar,
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
Our opinion on the Consolidated 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 Consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated 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.
Responsibilities of Management and those Charged with Governance for the Consolidated Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group 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 are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.
R C CHADDA & CO LLP A-27, VivekVihar,
CHARTERED ACCOUNTANTS
LLP Identification No.: AAB-4836
(Registered with Limited Liability)
Phase-II, Delhi-110095
Mob.: 9810124112, 9990624747
Email: [email protected]
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated 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 financial controls system 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 and its associate companies, which are companies incorporated in India, 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 ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, then we are required to draw attention in our auditor's report to the related disclosures in the consolidated 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 Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated 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 consolidated 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
-
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, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the associate companies incorporated in India, Separate report "Annexure A" a statement on the matters specified in paragraph 3(xxj) of the Order is part of our Audit report.
-
(A) As required by Section 143(3) of the Act, based on our audit we report that:
a) The other auditors whose report we have relied upon, 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 of the aforesaid Consolidated Financial Statements;
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books except for the matter stated in
paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014;
c) Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Consolidated Financial Statements;
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2026 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its associate companies, none of the directors of the its associates incorporated in India, is disqualified as on March 31, 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 connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(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 over financial reporting and the operating effectiveness of such controls; refer to our separate Report in "Annexure B" which is based on the auditor's reports of the Company and its associate companies, incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial control over financial reporting of those companies, for reasons stated therein.
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:
a) The Company does not have any pending litigation which has impact on its financial position in its financial statements.
b) The company and its associate company, incorporated in India did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c) There were no amounts which were 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, 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Company or
- provide any guarantee, security or the like to or 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or
- provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as 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 (iv) (i) and (iv) (ii) {Clause 11(e) & Clause 11(f) of Section 143} contain any material mis-statement.
e) The dividend is not declared or paid during the year by the Company hence the Compliance its Section 123 of this act is not applicable to Company.
f) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account 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. Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with. Additionally, where audit trail (edit log) facility was enabled in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention
- With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act, in 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 R C CHADDA & CO. LLP
CHARTERED ACCOUNTANTS
FRN 003151N
BHISHM MADAN
Digitally signed by
BHISHM MADAN
Date: 2026.05.25
15:45:49 +05'30'
BHISHM MADAN
(PARTNER)
M. No. 524462
Place: New delhi
Date: 25-05-2026
UDIN: 26524462VZSDJD5154
"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT
To the Independent Auditors' Report of even date on the Consolidated Financial Statements of BITS Limited
(Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)
In terms of the information and explanations sought by us and given by the company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(xxi) Since Reporting Under Para3 & Para 4 of The Companies (Auditor' Report) Order, 2020 is not applicable on the Associate Company, hence no reporting applicable on Associates Company. There are no qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the Holding company included in the consolidated financial statements.
| Name of the Company | CIN | Relation | Remarks Under CARO |
|---|---|---|---|
| Prurient IT Solutions Private Limited | U72900DL2022PTC402556 | Associates | N/A |
| Bits Limited | L72200MH1992PLC469575 | Holding | No Adverse Remarks |
For R C CHADDA & CO. LLP
CHARTERED ACCOUNTANTS
FRN 003151N
BHISHM MADAN
Digitally signed by
BHISHM MADAN
Date: 2026.05.25
15:46:15 +05'30'
BHISHM MADAN
(PARTNER)
M. No. 524462
Place: New delhi
Date: 25-05-2026
UDIN: 26524462VZSDJD5154
"ANNEXURE B" TO THE INDEPENDENT AUDITORS' REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2026, we have audited the internal financial controls over financial reporting of the Holding Company and its associate companies, which are companies incorporated in India, as of that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company and its associate companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its associate companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its associate companies, which are companies incorporated in India.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorities of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of the internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Company and its associate companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
BHISHM
MADAN
Digitally signed by BHISHM MADAN
Date: 2026.05.25 15:46:35
+05'30'
BHISHM MADAN
(PARTNER)
M. No. 524462
Place: New Delhi
Date: 25-05-2026
UDIN: 26524462VZSDJD5154
BITS
| AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MAR., 2026 (Rs. in Lakh) | ||||||
|---|---|---|---|---|---|---|
| Sr. No | Particulars | Quarter Ended | Year Ended | Year Ended | ||
| (31.03.2026) | (31.12.2025) | (31.03.2025) | (31.03.2026) | (31.03.2025) | ||
| Audited | Unaudited | Audited | Audited | Audited | ||
| i | Revenue from Operation | 43.18 | 38.91 | 30.17 | 146.66 | 113.00 |
| ii | Other Income | 1.11 | 17.66 | 1.30 | 19.44 | 3.92 |
| iii | Total Income (i+ii) | 44.29 | 56.57 | 31.47 | 166.10 | 116.92 |
| iv | Expenses | |||||
| Purchase of Stock in Trade | ||||||
| Employee benefit expenses | 7.41 | 8.66 | 8.20 | 30.68 | 30.27 | |
| Finance Cost | ||||||
| Depreciation and Amortisation Expenses | 5.77 | 5.65 | 4.63 | 22.16 | 15.65 | |
| Other Expenditure | 8.52 | 15.45 | 9.84 | 46.34 | 49.80 | |
| Total Expenses | 21.70 | 29.76 | 22.67 | 99.18 | 95.72 | |
| v | Profit/(loss) before exceptional Item & Tax (iii-iv) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| vi | Exceptional Items | |||||
| vii | Profit before tax (v-vi) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| viii | Tax expense | |||||
| (a) Current tax | - | - | - | - | - | |
| (b) Deferred tax | - | - | - | - | - | |
| (c) Prior Period Adjustment Tax | - | - | - | - | - | |
| ix | Profit/(loss) for the period (vii-viii) | 22.59 | 26.81 | 8.80 | 66.92 | 21.20 |
| x | Shares of Profit/(Loss) of associates | 1.53 | 1.25 | (0.62) | 5.37 | 1.96 |
| xi | Other Comprehensive Income | |||||
| 1 (a) Items that will not be reclassified to profit or (loss) | - | - | - | - | - | |
| (b) Income tax relating to items that will not be reclassified | - | - | - | - | - | |
| to profit or (loss) | ||||||
| 2 (a) Items that will be reclassified to profit or (loss) | - | - | - | - | - | |
| (b) Income tax relating to items that will be reclassified | - | - | - | - | - | |
| to profit or (loss) | ||||||
| (b) Prior Period | - | - | - | - | - | |
| Total | ||||||
| xii | Total Comprehensive income for the period (ix+x) | 24.12 | 28.06 | 8.18 | 72.29 | 23.16 |
| xiii | Paid up Equity share value Capital (Face Value Rs 2/-) | 2,237.50 | 2,237.50 | 2,237.50 | 2,237.50 | 2,237.50 |
| xiv | Earning per Equity Share of Rs. 2/- Each : | |||||
| Basic EPS | 0.0216 | 0.0251 | 0.0073 | 0.0646 | 0.0207 | |
| Diluted EPS | 0.0216 | 0.0251 | 0.0073 | 0.0646 | 0.0207 | |
| PART - II (Select Information for the Quarter Ended 31st Mar., 2026 | ||||||
| A | PARTICULARS OF SHAREHOLDING | |||||
| 1 | Public Shareholding | |||||
| Number of Shares | 39075814 | 39075814 | 39075814 | 39075814 | 39075814 | |
| Percentage of shareholding | 34.93% | 34.93% | 34.93% | 34.93% | 34.93% | |
| 2 | Promoter and promoter group shareholding | |||||
| a) | Pledged/Encumbered | |||||
| b) | Non-encumbered | |||||
| Number of Shares | 72799186 | 72799186 | 72799186 | 72799186 | 72799186 | |
| Percentage of Shares (as total shareholding of promoter and promoter group) | 100% | 100% | 100% | 100% | 100% | |
| Percentage of shares (as a % of the total share capital of the company) | 65.07% | 65.07% | 65.07% | 65.07% | 65.07% | |
| PARTICULARS | ||||||
| B | INVESTOR COMPLAINTS | |||||
| Pending at the beginning of the quarter | Nil | |||||
| Receiving during the quarter | Nil | |||||
| Disposed of during the quarter | Nil | |||||
| Remaining unresolved at the end of the quarter | Nil | |||||
| Note: | ||||||
| 1 | The Above Audited Financial Statements \ results for the Quarter & Year ended as on 31st Mar. 2026, have been reviewed by audit committee and approved by the Board of Directors in meeting held on 25th May 2026. | |||||
| 2 | The previous year figures have been regrouped, re-classified and recasted wherever necessary. | |||||
| 3 | The Company operates in only one segment | |||||
| 4 | The figures for the quarter ended 31st March 2026 and 31st March 2025 are the balancing figures between audited figures in respect to the full financial year and the published figure for the nine months ended 31st Dec. 2025. |
Place: Mumbai
Statement of Assets and Liabilities (Consolidated) as on 31.03.2026
(Rs. in Lakh)
| S. NO. | PARTICULARS | As ON
31st March 2026 | As ON
31st March 2025 |
| --- | --- | --- | --- |
| A | ASSETS | | |
| 1 | (A) Non - Current Assets | | |
| | (a) Property, plant and equipment | 790.59 | 754.55 |
| | (b) Other Intangible assets | - | - |
| | (c) Financial assets | | |
| | (i) Investments | 558.96 | 539.70 |
| | (ii) Trade Receivable | - | 81.00 |
| | (iii) Loans | 554.80 | 592.85 |
| | (iv) Other Financial Assets | 43.25 | 78.25 |
| | (d) Deferred tax assets(Net) | - | - |
| | (e) Other non-current assets | 93.93 | 1.82 |
| | Subtotal - Non-Current Assets | 2,041.53 | 2,048.17 |
| 2 | (B) Current Assets | | |
| | (a) Financial assets | - | - |
| | (i) Trade Receivables | 21.35 | 13.93 |
| | (ii) Cash and cash equivalents | 74.45 | 12.95 |
| | (iii) Bank balances other that (iii) above | - | - |
| | (iv) Loans | - | - |
| | (v) Others | - | - |
| | (b) Current Tax Assets (Net) | 8.32 | 8.14 |
| | (c) Other Current Assets | | |
| | Total - Current Assets | 104.12 | 35.02 |
| | | Total Assets | 2,145.65 |
| B | EQUITY AND LIABILITIES | | |
| 1 | (A) Equity | | |
| | (a) Equity Share Capital | 2,237.50 | 2,237.50 |
| | (b) Other Equity | (142.01) | (214.31) |
| | | Total Equity | 2,095.49 |
| | LIABILITIES | | |
| 2 | (B) Non - Current Liabilities | | |
| | (a) Financial Liability | | |
| | (i) Borrowings | - | - |
| | (ii) Other Financial Liability | 44.81 | 36.96 |
| | (b) Provisions | - | - |
| | (c) Deferred Tax Liabilities (Net) | - | - |
| | (d) Other Non-current liabilitiesFinancial Liability | - | - |
| | Total - Non - Current Liabilities | 44.81 | 36.96 |
| 3 | Current Liabilities | | |
| | (a) Financial Liabilities | | |
| | (i) Borrowings | - | - |
| | (ii) Trade Payables | - | - |
| | (A) Total Outstanding dues of micro and small enterprises | | |
| | (B) Total Outstanding dues of Creditores other than Micro micro and small enterprises | 0.19 | 0.07 |
| | (iii) Other Financial Liabilities | 2.46 | 20.45 |
| | (b) Other Current Liabilities | 2.70 | 2.52 |
| | (c) Provisions | | |
| | (d) Current Tax Liabilities (Net) | | |
| | Total - Current Liabilities | 5.35 | 23.04 |
| | | Total Equity & Liabilities | 2,145.65 |
By the order of the Board of Directors
For BITS LIMITED
DIN-01428320
BITS LIMITED
CIN - MH72200DL1992PLC469575
Statement of Cash flows Consolidated for 31.03.2026
Figures in Lakh
| Particulars | Note | 2025-26 | 2024-25 |
|---|---|---|---|
| A: CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit before tax | 72.29 | 23.16 | |
| Adjustments for: | |||
| Add: | |||
| Depreciation & amortisation expenses | 22.16 | 15.65 | |
| Finance costs | - | - | |
| Loss on disposal of property, plant & equipment | - | - | |
| Loss on sale of Investments | - | - | |
| Loss on Written of Assets | - | - | |
| Provision for diminution in the value of investments | - | - | |
| 94.45 | 38.81 | ||
| Less: | |||
| Dividend received | - | - | |
| Interest income from financial assets measured at amortised costs | (2.03) | (3.00) | |
| Gain on disposal of equity instruments measured at cost | - | (0.75) | |
| Gain on disposal of property, plant & equipment | - | - | |
| Provision for diminution in the value of investments | - | - | |
| Profit (Loss) from associates | 5.37 | -1.96 | |
| Operating profit before change in operating assets & liabilities | 97.79 | 33.10 | |
| Adjustments for: | |||
| Adjustments for: | |||
| (Increase)/Decrease in Inventories | - | - | |
| (Increase)/Decrease in Non-Current Trade Receivables | 81.00 | 186.55 | |
| (Increase)/Decrease in Non-Current Loans & Advances | 38.05 | 449.44 | |
| (Increase)/Decrease in Non-Current Assets | (92.12) | (1.82) | |
| (Increase)/Decrease in Current Trade Receivables | (7.42) | (12.93) | |
| (Increase)/Decrease in Other Current Financial Assets | - | 0.11 | |
| (Increase)/Decrease in Other Non-Current Financial Assets | 35.00 | 0.00 | |
| (Increase)/Decrease in Current Tax Assets | (0.18) | (1.22) | |
| (Increase)/Decrease in Other Assets | - | 0.00 | |
| Increase/(Decrease) in Non-Current Financial Liabilities | 7.85 | 2.20 | |
| Increase/(Decrease) in Other Non-Current Liabilities | - | - | |
| Increase/(Decrease) in Trade Payables | 0.11 | (1.06) | |
| Increase/(Decrease) in Other Current Financial Liabilities | (17.91) | 0.07 | |
| Increase/(Decrease) in Other Current Liabilities | 0.11 | 0.63 | |
| 44.49 | 621.97 | ||
| Cash generated from operations | 131.55 | 655.08 | |
| Less: | |||
| Income tax paid (net of refund) | 0 | 0 | |
| Net cash flow from operating activities | A | 131.55 | 655.08 |
| B: CASH FLOW FROM INVESTING ACTIVITIES | |||
| Payment to acquire property, plant & equipment | -58.19 | -502.64 | |
| Proceeds from disposal of equity instruments measured at FVOCI | - | - | |
| Sale of Investments | 0.00 | 33.35 | |
| Purchase of Investments | (13.89) | (126.91) | |
| Proceeds from redemption of Preference shares measured at FVPL | - | - | |
| Sale of Fixed Assets | - | - | |
| Repayments/(Disbursement) of loans given | - | - | |
| Proceeds from disposal of property, plant & equipment | - | - | |
| Purchase of Fixed Deposit | - | (75.00) | |
| Interest received on financial assets measured at amortised cost | 2.03 | 3.00 | |
| Dividend received | - | - | |
| CASH FLOW FROM INVESTING ACTIVITIES | B | -70.05 | -668.20 |
| C: CASH FLOW FROM FINANCING ACTIVITIES | |||
| Repayments of term loans/non-current borrowings | - | - | |
| Disbursement/(Repayments) of working capital loans/current borrowings | - | - | |
| Total disbursement/(repayments) of working capital loans/current borrowings | |||
| Interest paid | - | - | |
| Dividend on Equity shares(including dividend distribution tax) | - | - | |
| Purchase of equity instruments measured at cost | - | - | |
| Proceeds from disposal of equity instruments measured at cost | - | - | |
| CASH FLOW FROM FINANCING ACTIVITIES | C | 0.00 | 0.00 |
| Net increase/(decrease) in cash & cash equivalents | A+B+C | 61.50 | -13.12 |
| Cash & cash equivalents at the beginning of the financial year | 12.95 | 26.07 | |
| Cash & cash equivalents at the end of the financial year | 74.45 | 12.95 | |
| Change in Cash & cash equivalents during the year | 61.50 | -13.12 |
To,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001
Date: -25th May, 2026
Security Code: - 526709
Subject: - Declaration under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby confirm that the Audit Report on the Audited Financial Results, both on Standalone and Consolidated basis, for the Financial Year ended March 31, 2026 issued by R. C. Chadda & Co. LLP, Chartered Accountants Statutory Auditors of the Company is with UNMODIFIED OPINION.
You are requested to take the above on record.
Thanking You,
Your’s Faithfully,
For Bits Limited
Omprakash Ramashankar Pathak
Managing Director
DIN – 01428320