This is a consent and eligibility certificate given by the proposed Secretarial Auditor to the company. It confirms that the auditor is eligible for appointment, is not disqualified, and has considered any conflict-of-interest requirements under the applicable ICSI Auditing Standards.

Specimen Certificate of Eligibility as Secretarial Audit

Date:

To

The Board of Directors, Dear Sir,

Sub: Proposed Appointment as Secretarial Auditor

I/We thank you for your communication dated ......................... 2026 seeking my/our consent to act as the Secretarial Auditor of your company for the financial year ......................... I/We give my/ our consent for being appointed as Secretarial Auditor of the company.

I/we hereby confirm that:

1. I am/we are eligible for appointment and not disqualified for appointment as per the Companies Secretaries Act, 1980 and rules and regulations made thereunder and ICSI Auditing Standards;

2. The proposed appointment is within the limits, if any laid down by ICSI;

3. I/We do not have any substantial conflict of interest in terms of ICSI Auditing Standard on Audit Engagement (CSAS 1);

4. I/We do not have any conflict of interest in terms of ICSI Auditing Standard on Audit Engagement (CSAS 1)

Or

I/We do have conflict of interest other than substantial conflict of interest which are as below :

Thanking you,

Yours sincerely,