Intec Capital Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

Your directors present the Thirty First Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statements for FY 2024-2025.

Background:

Intec Capital Limited (“Company” or “ICL”) was incorporated in India on February 15, 1994, and was registered with Reserve Bank of India (RBI) as a NonBanking Financial Company (NBFC) vide Certificate of Registration B-14.00731 dated May 4, 1998 in the name of Intec Securities Limited. Subsequently, due to change in name of the company, the company received a revised Certificate of Registration (‘COR'') in the name of Intec Capital Limited on November 4, 2009 under section 45-1A of Reserve Bank of India Act, 1934.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations''), the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report and is also available on the website of the Company at https://www.inteccapital.com/ wp-content/uploads/2021/03/Intec-Dividend-Policy.pdf.

Dividend:

The company continues to evaluate and manage its dividend policy to build long term shareholder value. Due to paucity of funds, your Directors does not recommend any dividend during this year.

Results of Operations and the State of Company’s Affairs:

The performance of the Company for the Financial Year ended March 31,2025 is summarized below:

(? in lakhs)
	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Total Revenue	436.53	379.68	445.59	389.36
Less: Total expenses	312.53	2071.35	329.71	1277.25
Profit/Loss before Taxation & Exceptional Items	124.00	(1691.67)	115.88	(887.89)
Gain on Extinguishment of borrowings under One Time Settlement	-	-	-	-
Profit/loss before Taxation	124.00	(1691.67)	115.88	(887.89)
Tax expenses:
Deferred tax	93.96	(322.57)	93.96	(322.57)
Earlier year tax	-	-	-	-
Profit/Loss after Tax	30.04	(1369.10)	21.92	(565.32)
Note: The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Transfer to Reserve Fund:

Highlights of the Company’s consolidated performance for the financial year ended 31st March, 2025 are as under:

Consolidated Revenue: Rs. 445.59 Lacs

Consolidated Net Profit: Rs. 21.92 Lacs

In accordance with the provisions of the Act, Regulation 34 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditors'' Report form

Under section 45-IC(1) of Reserve Bank of India (‘RBI'') Act, 1934, non-banking financial companies (‘NBFCs'') are required to transfer a sum not less than 20% of its net profit every year as disclosed in the profit and loss account to reserve fund before declaration of any dividend. Therefore, the company transferred Rs. 6.01 Lacs (i.e. approximately 20% of its net profit) to the specified reserve fund.

Dividend Distribution Policy:

Pursuant to the provisions of regulation 43A of the

part of this Annual Report.

The Audited Financial Statements including the Consolidated Financial Statements of the Company as stated above and all other documents required to be attached thereto are available on the Company''s website at https://www.inteccapital.com/wp-content/ uploads/2025/06/Outcome-of-Board-Meeting May-302025 ICL-1.pdf.

The financial results of the Company and its Wholly -owned Subsidiary are elaborated in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Listing of Equity Shares:

The Equity Shares of the Company are listed on the trading platform of BSE Limited, a recognized stock exchange having nationwide trading terminal.

Disclosure of Accounting Treatment:

Implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS)

As mandated by Companies (Indian Accounting Standards) Rules, 2015, Non-Banking Financial Company (NBFCs) whose equity or debt securities are listed on any stock exchange in India or outside India and having net worth less than rupees five hundred crore are required to comply with the Indian Accounting Standards (IND AS) for Financial Statements for accounting periods beginning from April 1,2019 onwards, with comparatives for the period ending March 31,2019.

Accordingly, the annual financial statements are prepared as per Indian Accounting Standards.

Presentation of Financial Statements:

The Audited Financial Statements of the Company for the financial year under review have been disclosed as per Division III of Schedule III to the Act.

Associates Companies, Joint Venture and Subsidiary Companies including highlights of performance of Subsidiaries and their contribution to the overall performance of the company during the period under report:

The Company has one wholly owned subsidiary, viz., Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It was converted into a Public Limited Company on 27th March 2012.

The Primary objective of the subsidiary company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial

intelligence, natural language processing.

The subsidiary company is managed by its Board, having the rights and obligations to manage the company in the best interest of respective stakeholders.

During FY2024-2025, no new subsidiary was incorporated/acquired. The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The financial statements of the subsidiary companies are also available in a downloadable format under the ‘Investor'' section on the Company''s website at https:// www.inteccapital.com/investors/subsidiarv-financials/.

The Company''s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing Regulations, can be accessed on the Company''s website at https://www.inteccapital.com/wp-content/ uploads/2025/06/Material-Subsidiarv-Policv.pdf.

In terms of the said policy and provisions of Regulation 16 of the SEBI Listing Regulations, Amulet Technologies Limited is not a material subsidiary of the Company.

Performance highlights of the subsidiary company during the FY2024-2025 have already been provided under the Financial Results tab of the Directors'' Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Wholly-owned Subsidiary Company in the prescribed form AOC-1 is presented in Annexure-A, forming part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in Annexure-B, forming part of the Annual Report.

Risk Management:

The Company has in place a Risk Management Policy in line with the prevailing business requirements. The Risk Management Committee was constituted originally on 8^th January 2013 and was reconstituted from time to time according to the needs of the company.

Thereafter, the Asset Liability Committee was merged with Risk Management Committee and Asset Liability Cum Risk Management Committee (ALRMC) was formed on 9th February 2020. This Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by an effective risk infrastructure. The Risk practices and conditions adopted are appropriate

for the prevailing business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The detailed information on Risk Management Committee, its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.

The Company has introduced several improvements to

existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

RBI Compliance:

The Company is registered with the RBI as a Non-Systemically Important Non-Deposit taking - Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations.

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time. The Company has appointed an Internal Ombudsman and Principal Nodal Officer as per the relevant notifications of RBI to carry out the prescribed duties and discharge the prescribed functions.

The snapshot of the Capital Adequacy Ratio (CAR) of the company in comparison with the previous year on standalone basis and on consolidated basis is as follows: CAPITAL ADEQUECY RATIO:
	Standalone		Consolidated
Particulars	As at 31 March, 2025	As at 31 March, 2024	As at 31 March, 2025	As at 31 March, 2024
Tier I Capital	(2,483.74)	(2758.15)	(971.41)	(1428.75)
Tier II Capital	--	-	-	--
Total Capital Funds	(2,483.74)	(2,758.15)	(971.41)	(1,428.75)
Risk Weighted Assets	6,005.61	6,788.15	5,881.63	6,672.15
CET1 capital ratio	(41.36)%	(40.63)%	(16.52)%	(21.68%)
CET2 capital ratio	--	--	--	-
Total capital ratio	(41.36)%	(40.63)%	(16.52)%	(21.68%)

Directors and Key Managerial Personnel (‘KMP’):

A. Change in Directorate

i. Appointment:

On the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Arjunn Kumar Tyagi (DIN: 02967667) as an Additional Director (Non-Executive Independent Director) w.e.f August 06, 2024 till the ensuing Annual General Meeting and further recommended the appointment as a Non-Executive Independent Director to the shareholders, for a consecutive period of five (5) years for a term starting from August 06, 2024 and ending on August 05, 2029. The appointment was regularized by the shareholders at the Annual General Meeting held on September 26, 2024.

On the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Vinod Kumar (DIN: 10725631) as an Additional Director (Executive) on the Board w.e.f. August 06, 2024 till the

ensuing Annual General Meeting and sought for regularization for a period of five (5) years from date of appointment. However, Mr. Vinod Kumar (DIN: 10725631) tendered his resignation from the post of Additional Director (Executive) of the Company w.e.f. end of the working hours of 14^th August, 2024 due to preoccupation in the role and responsibilities of Chief Financial Officer of the Company. Accordingly, he ceased to be the Director on Board with effect from 14^th August, 2024, however, he continues to act as a Chief Financial Officer of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mrs. Ursala Joshi (DIN: 08810331) as an Additional Director (NonExecutive and Non-Independent) w.e.f. August 14, 2024 till the ensuing Annual General Meeting and further recommended the appointment as a Non-Executive and Non Independent Director to the shareholders. The appointment was regularized by the shareholders at the Annual General Meeting held on September 26, 2024.

Re-Appointment:

On the recommendation of the Nomination and Remuneration Committee, the Board recommended the re-appointment of Mr. Sanjeev Goel (DIN: 00028702) as Managing Director of the company for a further period of 5 years with effect from 1st April 2025 and ending 31st March 2030, to the shareholders and the same was approved by the shareholders at the Annual General Meeting held on September 26,2024.

B. Directors liable to retire by rotation:

Ms. Ursala Joshi (DIN: 08810331) Non-Executive and Non-Independent Director, retires by rotation at the ensuing AGM, being eligible, offers herself for re-appointment and her re-appointment shall not tantamount to a break in the tenure of appointment as Non-Executive and Non-Independent Director and all other terms and conditions of the reappointment shall also remain unchanged pursuant to the provisions of Companies Act, 2013.

Brief details of Ms. Ursala Joshi (DIN: 08810331), who is seeking re-appointment, are given in the Notice of AGM.

C. KMPs

i. Ms. Radhika Garg tendered her resignation on 5^th August 2024 as the Company Secretary and Compliance Officer of the Company and ceased to be the Company Secretary w.e.f. 3^rd September, 2024.

ii. Ms. Pankhuri Agrawal was appointed by the Board in its meeting held on November 29, 2024 as the Company Secretary and Compliance Officer of the Company w.e.f. 29.11.2024;

iii. Re-appointment of Mr. Sanjeev Goel (DIN: 00028702) as mentioned above.

After closure of Financial Year 2024-25, Ms. Pankhuri Agrawal, Company secretary and Compliance officer of the company, tendered her resignation on 5^th June, 2025 effective from end of business hours of 05^th July, 2025 and accordingly, she was relieved from responsibilities from end of business hours of 5^th July, 2025. Thereafter, Ms. Niharika Gupta was appointed as the Company Secretary And Compliance Officer by the Board in its meeting held on 13^th August 2025,

The Board of Directors place on record its

appreciation for the association of aforementioned KMP''s with the Company.

Apart from the changes specified above, there have been no changes in the KMPs of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

As on March 31, 2025, the Board of Directors of your Company consists of 6 Directors. Their details are as follows:

Sr. No.	Name of Director	Designation
1.	Mr. Sanjeev Goel		Managing Director (KMP)
2.	Ms. Shilpy Chopra		Non-Executive Independent Director
3.	Ms. Shalini Rahul		Non-Executive Independent Director
4.	Mr. Kanwar Nitin Singh		Non-Executive Independent Director
5.	Mr. Arjunn Kumar Tyagi		Non-Executive Independent Director
6.	Ms. Ursala Joshi		Non-Executive Non-Independent Director
As on March 31, 2025, the Company had following Key Managerial Personnel (KMP''s) in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Sr. No.	|Name of KMP	Designation
1.	Mr. Sanjeev Goel	Managing Director (KMP)
2.	Mr. Vinod Kumar	Chief Financial Officer (KMP)
3.	Ms. Pankhuri Agrawal	Company Secretary (KMP) and Compliance Officer

that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. The independent directors have also confirmed compliance with the

Declaration by Independent Directors:

The Independent directors have submitted a declaration of independence under section 149(7) of the Act confirming

provisions of rule 5, 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014 and regulations 16(1)(b) & 25 of Listing Regulations.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on Directors’ Appointment and Remuneration:

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with meetings of the said committee & attendance thereat and terms of reference of Nomination and Remuneration Committee are available in the Corporate Governance Report which forms part of this Report. Furthermore, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors..

On recommendation of the NRC, the Board has framed a Remuneration Policy. This policy, inter alia, provides:

(a) The criteria for determining qualifications, positive attributes and independence of directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent; and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy is available on the Company''s website and can be accessed at https://www.inteccapital. com/wp-content/uploads/2025/06/Nomination-and-Remuneration-Policy.pdf.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are provided in the prescribed format and annexed as Annexure-C forming an integral part of this Report.

As per the requirements of the RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the executive/ nonexecutive directors vis-a-vis the Company are disclosed in the Corporate Governance Report.

Compliance with Code of Conduct:

All Board members and senior management personnel have affirmed compliance with the Company''s Code of Conduct for FY 2024-2025. A declaration to this effect signed by the Managing Director is included in this Annual Report.

Annual Return:

Pursuant to Section 92(3), 134 (3) (a) of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of the draft annual return on its website and the same is available at https://www. inteccapital.com/investors/annual-returns/.

Number of Meetings of the Board:

Nine (9) meetings of the Board were held during FY 2024-2025 on the following dates:

May 29, 2024, June 21,2024, August 6, 2024, August 14, 2024, November 14, 2024, November 29, 2024, January 7, 2025, January 20, 2025 and February 13, 2025. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

Directors’ Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024-25.

The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act.

In accordance with the provisions of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards and guidance provided by The Institute of Chartered Accountants of India have been followed and that there are no material departures thereof;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the

profit and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee:

In terms of section 177 of the Act and regulation 18 of the Listing Regulations, your Company has in place Audit Committee of Board of Directors. The details about the composition of the said committee of the Board of Directors along with meetings of the said committee & attendance thereat and role(s)/ terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

The present composition of the Committee is as follows:

Ms. Shalini Rahul, Chairman

Ms. Shilpy Chopra , Member

Mrs. Ursala Joshi, Member

During FY 2024-2025, all recommendations of the Audit Committee were accepted by the Board.

Particulars of Loans, Guarantees and Investments:

Pursuant to Section 134(3)(g) of the Companies Act, 2013, Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the Notes to the financial statements provided in this Annual Report.

Share Capital:

As on 31^st March 2025, the paid-up share capital of the Company stood at ?18,36,62,500 (Rupees Eighteen Crores Thirty-Six Lakhs Sixty-Two Thousand Five Hundred Only) consisting of 1,83,66,250 equity shares of face value of ?10 fully paid-up.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat

equity shares nor has it granted any stock options.

Material Changes and Commitments:

During the Year under review, the Company''s proposal for settlement of its loans were accepted by all the lender banks under One Time Settlement (OTS). As on date, the One Time Settlement has been successfully complied with and No Dues Certificates has been received from all the lender banks.

Conservation of Energy:

1. Steps taken / impact on conservation of energy:

The operations of the Company, being Financial Services related, require normal consumption of electricity. The Company is taking every necessary step to reduce its consumption of energy.

2. Steps taken by the Company for utilizing alternate sources of energy:

The company during the financial year 2024-25 did not take any additional step for utilizing alternate sources of energy.

3. Capital investment on energy conservation equipment:

In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment.

Technology Absorption:

1. The efforts made towards technology absorption;

Your Company''s activities, being a Non-Banking Finance Company, do not require adoption of any specific technology. However, your Company has been at the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution;- N/A

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): - N/A

(a) The details of technology imported:- N/A

(b) The year of import:- N/A

(c) Whether the technology been fully absorbed:-

N/A

(d) If not fully absorbed, areas where absorption

has not taken place, and the reasons thereof:-

N/A

4. The expenditure incurred on Research and Development:- N/A

Foreign Exchange Earnings and Outgo:

During FY 2024-2025, the Company did not have any Foreign Exchange earnings and Foreign Exchange outgo.

Annual Performance Evaluation of the Board, Committees and Directors:

Pursuant to applicable provisions of the Section 134(3) (p) Companies Act, 2013 and Regulation 17 SEBI LODR, 2015 and other applicable regulations, circulars etc., the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of other applicable provisions of SEBI LODR, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management on March 24, 2025 and discussed, inter-alia, the performance of non-independent Directors and Board as a whole, assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee has also carried out evaluation of Director''s performance during Financial Year 2024-25.

Significant and Material Orders:

During FY 2024-2025, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company''s operations in future.

Internal Financial Controls:

The Internal Financial Controls laid down by the Company are a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records

and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. All internal audit findings and control systems are periodically reviewed by the Audit committee of the Board of Directors, which provides strategic guidance on internal control.

The Board is of the opinion that Internal Financial Controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

Deposits:

During FY 2024-2025, the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016, as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

Credit Rating:

During the year, no Credit Ratings have been obtained by the Company.

Human Resources:

The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in-house training and professional skill development programs across all levels of employees. The company also focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills.

Gender-Wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2025.

Male Employees: 33

Female Employees: 7

Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

Whistle Blower Policy/Vigil Mechanism:

The Company has adopted a whistle blower policy/ vigil

mechanism for Directors, Employees and third parties to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct, leak of unpublished price sensitive information and related matters.

This mechanism also provides adequate safeguards against the victimization of whistle blowers who avail of the mechanism. The whistle blowers may also access their higher level/ supervisors and/ or the Audit Committee. The Whistle Blower Policy is available at https://www. inteccapital.com/wp-content/uploads/2025/06/Vigil-Mechanism-and-WhistleBlower-Policy.pdf.

More details are given in Corporate Governance Report.

Corporate Governance:

The Company is committed to upholding the highest standards of Corporate Governance and follows the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). In addition, the Company has included various best governance practices.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from M/s Vivek Gupta and Associates, Practicing Company Secretaries confirming compliance is annexed as Annexure-D, forming an integral part of this Report.

Secretarial Standards of ICSI:

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID-19 pandemic.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Internal Audit:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with the RBI''s guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal audit policy

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

The Board of Directors of your Company had appointed M/s T.K. Gupta & Associates, Chartered Accountants, (Firm Regn. No. 011604N) as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2024-2025 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors. The Audit Committee regularly reviews the internal audit reports and the adequacy and effectiveness of internal financial controls. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Statutory Auditors:

Pursuant to the provisions of section 139(8) of the Act, members of the Company have approved appointment of M/s. S. P. Chopra & Co., Chartered Accountants, New Delhi as Statutory Auditors for their re-appointment for the second block of Five (5) years from conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting scheduled to be held in Calendar Year 2027 for conducting the Annual Statutory Audit for the respective Financial Years viz. starting from Financial Year 2022-2023 till Financial Year 2026-2027.

The audit report given by M/s. S. P. Chopra & Co., Chartered Accountants, Statutory Auditors for FY 20242025 is modified.

EXPLANATION ON STATUTORY AUDITORS’ REPORT:

Qualification reported by Statutory Auditors

For Standalone Financial Statements:

The Company has availed term loans and working capital facilities from various banks, however, slowdown of its lending business and increased level of non-performing / impaired loan portfolio, has impacted its cash flow / liquidity, and the Company is un-able to service term loans and working capital facilities including interest thereon to certain banks. The interest of Rs. 6,515.10 lakhs i.e. Rs. 338.71 lakhs and Rs. 1,496.34 lakhs for the current quarter and year ended 31 March, 2025 respectively and Rs. 5,018.76 lakhs for the period upto 31 March, 2024, though accrued on these loans has not been accounted / provided for by the Company in these standalone financial results.

For Consolidated Financial Results:

The Parent Company has availed term loans and working capital facilities from various banks, however, slowdown of its lending business and increased level of non-performing / impaired loan portfolio, has impacted its cash flow / liquidity, and the Parent Company is unable to service term loans and working capital facilities including interest thereon to certain banks. The interest of Rs. 6,515.10 lakhs i.e. Rs. 338.71 lakhs and Rs. 1,496.34 lakhs for the current quarter and year ended 31 March, 2025 respectively and Rs. 5,018.76 lakhs for the period upto 31 March, 2024, though accrued on these loans has not been accounted / provided for by the Parent Company in these consolidated financial results.

Board’s reply for remark raised in the Auditor’s report to Standalone and Consolidated Financial results:

The Company had submitted a One-Time Settlement (OTS) proposal to its lenders for the settlement of its outstanding loans. We are pleased to inform that the said OTS proposal has been formally accepted and approved by the concerned banks/lenders during the financial year. Pursuant to this development, the Company has decided not to provide for interest amounting to ^6,515.10 lakhs in its books of accounts for the current financial year.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Board of Directors of the Company have appointed Ms. Srishti Singh, proprietor of M/s Srishti Singh & Associates, Practicing Company Secretaries (M. No: 50820 and COP: 21900) to conduct the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report (Form MR-3) for the financial year ended March 31,2025, is annexed as Annexure-E forming an integral part of this Report.

The qualifications/ adverse remarks/ observations/ suggestions/ disclosure and other matters of emphasis made by M/s. Srishti Singh & Associates, in their Secretarial Compliance Report dated 12^th August, 2024, on the Secretarial and other related records of the company, for the FY 2024-25 are mentioned below :-

1. The date of entry of the Minutes in the Minutes Book has been entered by hand as against the other context being type-written.

Board’s Reply:

As per board, there is no provision in the Companies Act, 2013 or the Secretarial Standards or any other applicable law(s) that restricts the date of entry from being entered by hand. As per management there has been no non-compliance with respect to any provision of law.

2. As regards the Resolutions passed by the Company through Circulation in terms of Section 175 of the Companies Act, 2013, no brief background of the Resolutions therein has been given in the Minutes while, the same is a mandatory requirement as per applicable ‘Secretarial Standards-1''

Board’s Reply:

As per Secretarial Standards-1, apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. However, in the case of resolutions passed by circulation, such resolutions are merely taken note of by the Board and no proposal or deliberations had took place at the meetings. Moreover, as per secretarial standards only the text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any is required to be recorded in the minutes. Though, as a better corporate governance, the Company will give the brief background of the resolutions for the circular resolution also.

3. As Per Regulation 17(1) of SEBI (LODR) Regulation, 2015, the Board of Directors have an optimum combination of Executive and Non-Executive Directors with at least one-Woman Director and not less than fifty per cent of the Board of Directors shall comprise of Non-Executive Directors. As regards the terminology used in the corresponding regulation, it has been enunciated that the Board shall comprise an optimum combination of Executive & NonExecutive Directors. On the perusal made by me in this Audit, it has been noticed that there is only One Executive Director on the Board against four (4) Non-Executive Directors during the Audit period. Though the Company has a duly constituted Board in compliance with the provisions of the Companies Act, 2013 read with the SEBI (LODR), 2015, yet it

is suggested to the Company for the sake of better Corporate Governance to have more than one Executive Directors on the Board.

Board’s Reply: In the Board’s view, the Company has duly complied the provisions with regard to the constitution of the Board of Directors of the Company as laid down under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, it takes note of the recommendation of the Auditor and ensures to review it in the near future.

4. As regards the Forms/ Returns to be filed by the Company with the Registrar of Companies under the Companies Act, 2013 and the rules framed thereunder in the period under review following forms have been filed with a delay as stated in the below table:

Sr. No.	Form	Purpose of filing the Form	SRN of the Form	Date of event	Due-date of filing the form	Actual-date of Filing
1	MSME-1	Half-yearly Return to report outstanding payments exceeding 45 days to MSME suppliers	AB2089692	-	31/10/2024	06/12/2024
2	AOC-4	For filing of Financial Statements	N15391543	-	25/10/2024	12/11/2024
3	AOC-4 CFS	For filing of Consolidated Financial Statements	N26383661	-	25/10/2024	09/01/2025
4	MGT-7	Annual Return	N24745481	-	25/11/2024	19/12/2024

Board’s Reply: The delay in filing the aforementioned forms occurred primarily due to the absence of a full-time Company Secretary during the relevant period, which impacted timely compliance. The Board assures that necessary measures have now been taken to strengthen the compliance mechanism, and all statutory filings will be made within the prescribed timelines going forward.

5. The forms filed by the Company, being a ‘NonBanking Financial Company'', with the ‘Reserve Bank of India'' have been filed with a delay. Such forms include DNBS-02, DNBS-04A, DNBS-04B, DNBS-10, DNBS-13.

Board’s Reply: The delay in filing of mentioned returns have occasioned due to some technical glitches experienced by the Management at the relevant portal along with clarifications awaited from the Reserve Bank of India owing to changes in the financial position of the Company.

The Board confirms that corrective steps are being implemented to ensure all future submissions are completed within the stipulated timelines.

6. It has been observed that the Company has made several delays in the filing its Provident Fund (PF) Returns, further, on account of the information received by the Company, no notice has been

received in this matter so far.

Board’s Reply: Due to prevailing business environment coupled with business challenges, there were delays in PF return filings.

The Board is committed to ensuring strict adherence to all PF-related statutory timelines henceforth.

7. Further, the Company has made several delays in the filing its Employees'' State Insurance Returns, The ESI deducted of all the Employees along with Employer''s contribution has to be deposited within the due date i.e. 15th of every month.

Board’s Reply: Due to restricted financial flexibility, the company was unable to meet the deadlines of filings and deposit of mentioned contribution. The Board has put in place a monitoring mechanism to ensure compliance with the due date for all future ESI filings.

8. The Company has also delayed in the filling of the GST Returns such as GSTR-3B and GSTR-1.

Board’s Reply: Due to current business environment and business challenges, the company was unable to satisfy these statutory compliance in a timely manner.

The Management will ensure the filing of returns well within stipulated time frame.

9. Additionally, there has been certain non-compliance in the guidelines issued by the Securities & Exchange Board of India majorly concerning the SEBI (LoDR), 2015, and the said non-compliance has been reproduced here-in: - The Company has

delayed the filing of its audited financial results for the year ended March 31,2024 under Regulation 33 of the SEBI (LODR), 2015, beyond the prescribed timeline for which a fine amounting to Rs. 1,10,000 plus GST was imposed on the Company, and the same was duly paid.

Board’s Reply: The Board Meeting for approval of the Audited Financial Results, Auditors Report, along with other agendas was duly scheduled on 29th May, 2024. However, on that day, the CFO of the Company had a medical emergency in his family, due to which he was not available for the Board Meeting, where his presence was required for discussion of the aforementioned agendas.

Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY 2024-2025 has been issued by M/s Arpit Garg & Associates and the same was submitted with the stock exchanges within the given timeframe. The

report is available on the website of the Company and can be assessed at https://www.inteccapital. com/wp-content/uploads/2025/05/ASCR-2025-ICL. pdf .

There are no observations, reservations or qualifications or adverse remark in report on secretarial compliance pursuant to Regulation 24A (2) of SEBI Listing Regulations.

Related Party Transactions:

All contracts/arrangement/transactions entered by the Company during FY 2024-25 with related parties were in compliance with the applicable provisions of the Companies Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into are also reviewed by the Audit Committee and Board on a quarterly basis.

All related party transactions entered during FY 202425 were on an arm''s length basis and were not material under the SEBI Listing Regulations except for the following:

• the remuneration of Mr. Sanjeev Goel, Managing

Director of the Company for which the Company has already obtained the approval of shareholders in the 27^th Annual General Meeting held on 15th September, 2021 for three (3) Financial Years i.e. for Financial Year 2022-2023, 2023-2024, 2024-25;

• availing of credit facility from Modern Credit Private Limited for the financial year 2024-2025, the approval of which was accorded by way of Postal Ballot on November 17, 2023 and was further approved in the 30^th Annual General Meeting held on 26^th September 2024,

• availing of credit facility from Mr. Sanjeev Goel, Managing Director of the Company, the approval of which was accorded by way of Postal Ballot on February 27, 2025 as per the provisions of the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-F. Further, details of related party transactions are provided in Notes to Financial Statements.

The policy on materiality of related party transactions and on dealing with related party transactions was amended in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The policy is available on the website of the Company at https://www.inteccapital.com/wp-content/ uploads/2025/06/RPT-Policy-1.pdf and also forms a part of the Corporate Governance Report.

Corporate Social Responsibility (‘CSR’):

In accordance with Section 135 of the Act, your Company has a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee

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Mar 31, 2024

We have audited the accompanying standalone financial
statements of Intec Capital Limited (the “Company”),
which comprise the Standalone Balance Sheet as at 31
March, 2024, and 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 for the year then
ended, and notes to the standalone financial statements
including a summary of the 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, except
for the effects of the matter described in the Basis for
Qualified Opinion section of our report, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (the ‘Act'') and the directions and
guidelines issued by Reserve Bank of India as applicable
to Non-Systemically Important Non-Deposit taking Non
Banking Financial Company (‘NBFC Regulations''), 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, 2024 and its Loss (including Other
Comprehensive Income), its changes in equity and its
cash flows for the year ended on that date.

Basis for Qualified Opinion

The Company has availed term loans and working capital
facilities from various banks, however, slow down of its
lending business and increased level of non-performing
/ impaired loan portfolio, has impacted its cash flow
/ liquidity, and the Company is un-able to service term
loans and working capital facilities including interest
thereon to certain banks. The interest of Rs. 5,018.76
lakhs accrued on these loans has not been accounted
/ provided for by the Company, due to the reasons as
described by the Company in note no. 17.4 to these
standalone financial statements. The same has resulted
in the non-compliance of the Ind AS and inconsistency in
the application of the accounting policies of the Company,
and if the said interest would have been accounted /
provided for, the Company''s total comprehensive loss
for the year, and borrowings and other equity as at the
Balance Sheet date would have been Rs. 6,385.76 lakhs
and Rs. 10,507.41 lakhs and Rs. 3,305.16 lakhs (debit
balance) as against the reported figures of Rs. 1,367.00
lakhs of total comprehensive loss and Rs. 5,488.65 lakhs
and Rs. 1,713.60 lakhs respectively.

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 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 qualified opinion.

Material Uncertainty Related to Going Concern

There are various events or conditions which indicate
existence of material uncertainty about the Company''s
ability to continue as a going concern viz. huge
accumulated losses since earlier year/s and also in
current year which have resulted in substantial erosion
of net worth of the Company, non-carrying of any lending
/ operational activities, and also there are no immediate
measures / resources with the Company to make
payments towards the borrowings which are already in
default and other liabilities including towards employees
/ statutory dues etc. These events or conditions indicate
the existence of material uncertainty that may cast
significant doubt on the Company''s ability to continue as
a going concern. However, management has prepared
these standalone financial statements of the Company
on a Going Concern due to the reasons as described in
Note 32.9 to the standalone financial statements.

Our qualified opinion on the standalone financial
statements is not further qualified in respect of the above
matter.

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
year. These matters were addressed in the context of our
audit of the standalone financial statements as a whole,
and in forming our qualified opinion thereon, and we do
not provide a separate opinion on these matters. We
have determined the matter described below to be the
key audit matter to be communicated in our report.

Key Audit Matter	How the matter was addressed in the audit
Impairment of Financial Assets including Loans to the Customers (Expected Credit Lossess)	Our Audit Procedure:
Ind AS 109 requires the Company to recognise impairment loss allowance towards its financial assets including loans to customers (designated at amortised cost) using the expected credit loss (ECL) approach. Such ECL allowance is required to be measured considering the guiding principles of Ind AS 109 including unbiased, probability weighted outcome under various scenarios, time value of money, impact arising from forward looking macro-economic factors and availability of reasonable and supportable information without undue costs. Applying these principles involves significant estimation in various aspects, such as grouping of borrowers based on homogeneity by using appropriate statistical techniques, staging of loans and estimation of behavioral life, determining macro-economic factors impacting credit quality of receivables, estimation of losses for loan products with no / minimal historical defaults. Considering the significance of such allowance to the overall financial statements (and the degree of estimation involved in computation of expected credit losses), this area is considered as a key audit matter.	We obtained and evaluated the management’s estimations and specifically performed the work as under: - Read and assessed the Company’s accounting policies for impairment of financial assets and their compliance with Ind AS 109. - Evaluated the reasonableness of the Management estimates by understanding the process of ECL estimation and tested the controls around data extraction and validation. - Tested the ECL model, including assumptions and underlying computation. - Assessed the floor/minimum rates of provisioning applied by the Company for loan products with inadequate historical defaults. Our Results: The results of our testing were satisfactory and we considered the fair value of the financial assets including loans to customers recognised to be acceptable.

Information Other than the Financial Statements and Auditor’s
Report thereon

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
Corporate Governance Report and Directors'' Report,
including annexures, if any, thereon, (but does not include
the standalone financial statements and our auditor''s report
thereon), which is expected to be made available to us after
the date of this Auditor''s report.

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

In connection with our audit of the 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 financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

When we read the Corporate Governance Report and
Directors'' Report, including annexures, if any, thereon, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,

financial performance including other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (“Ind AS”) notified under Section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015, and the NBFC Regulations, as amended
from time to time.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding 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
Board of Directors is responsible for assessing the
Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the audit of the
Standalone Financial Statements

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 Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company
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 Company''s ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor''s report to the related disclosures
in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

- Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial

statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
consolidated financial statements that, individually or in
aggregate, makes it probable that the economic decisions
of a reasonably knowledgeable user of the consolidated
financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any identified
misstatements in the 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 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 sub-section (11) of Section 143 of
the Act, we give in the Annexure-‘A’, a statement on the
matters specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b. in our opinion, proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books.

c. the Standalone Balance Sheet, the Standalone
Statement of Profit and Loss, 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 Accounting Standards

specified under Section 133 of the Act read with
rule 7 of the Companies (Accounts) Rules, 2014,
as amended and the Companies (Accounting
Standards) Amendement Rules, 2016, as amended,
to the extent they are not inconsistent with the
accounting principles prescribed in the NBFC
Regulation.

e. on the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
31 March, 2024 from being appointed as a director in
terms of Section 164 (2) of the Act.

f. with respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in Annexure-‘B'';

g. As no remuneration has been paid by the Company
to its Directors, the provisions of Section 197 of the
Companies Act, 2013 are not applicable; and

h. with respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
financial statements - Refer Note 32.1 to the
standalone financial statements;

ii. The Company has not entered into any long-term
contracts including derivative contracts.

iii. There has been no amount, required to be
transferred, to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) 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 or entity, including foreign entity
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually

or in the aggregate) have been received
by the Company from any person or entity,
including foreign entity (“Funding Parties”),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. No dividend was declared or paid during the year;
hence, the said clause is not applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended 31 March, 2024 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 except in certain components where
the audit trail were not recorded / operating due
to system limitations, as described in note 32.20
to the standalone financial statements. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable from 01 April, 2023, reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements
for record retention is not applicable for the financial year
ended 31 March, 2024.

For S. P. Chopra & Co.

Chartered Accountants
Firm Regn. No. 000346N

(Gautam Bhutani)

Partner
M. No. 524485
UDIN:

Place : New Delhi
Dated: 21 June, 2024

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Intec Caiptal Limited (the “Company”), which comprise the Standalone Balance Sheet as at March 31, 2018, the Standalone Statement of Profit and Loss and Standalone Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone 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 the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016, and the directions and guidelines issued by Reserve Bank of India relating to Systemically Important Non-Deposit taking Non Banking Financial Company (‘NBFC Regulation’) in this regard, to the extent applicable and in the manner so required.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

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, and the directions and guidelines issued by Reserve Bank of India as applicable to Systemically Important Non-Deposit taking Non Banking Financial Company, 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 March 31, 2018, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by ‘the Companies (Auditor’s Report) Order, 2016’ (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure-’A’ a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) the Standalone Balance Sheet, the Standalone Statement of Profit and Loss and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016, to the extent they are not inconsistent with the accounting principles prescribed in the NBFC Regulation.

(e) on the basis of the written representations received from the directors as on March 31, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure-’B’; and

(g) 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 24.a to the standalone financial statements;

ii. The Company has not entered into any long-term contracts including derivative contracts.

iii. There has been no amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure-’A’ to the Independent Auditors’ Report

(Referred to in paragraph 1 under ‘report on other legal and regulatory requirements’ section of the independent auditors’ report of even date on the standalone financial statements of Intec Capital Limited for the year ended March 31, 2018)

(i) In respect of its property, plant and equipments;

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the property, plant and equipments.

(b) As explained to us, the property, plant and equipments are physically verified by the management once in a period of three years, which in our opinion is reasonable, having regard to the size of the Company and nature of its property, plant and equipments. No material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 11 on property, plant and equipments to the standalone financial statements, are held in the name of the Company.

(ii) As the Company is a NBFC enagaged in the business of the financing, no inventories are held by it, and therefore the said clause is not applicable to the Company.

(iii) According to the information and explanations given to us and based on our examination of the records, the Company has not granted any loans, secured or unsecured to any party covered in the Register maintained under Section 189 of the Companies Act, 2013, hence this clause is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the provisions of Sections 185 and 186 of the Companies Act, 2013, in respect of loans and advances, wherever given to the directors including entities in which they are interested, have been complied by the Company.

(v) The Company has not accepted any deposits from the public within the meanings of Sections 73 to 76 of the Act and the rules framed thereunder to the extent notified.

(vi) As the Company is a NBFC engaged in the business of financing, and there are no manufacturing or trading activities the said clause regarding maintenance of cost records is not applicable to the Company.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales tax, Goods and Service Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues as applicable with the appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no statutory dues, which have not been deposited on account of any dispute.

(viii) Based on the audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institution, banks and Government.

(ix) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans during the year, hence no comments are required under this clause.

(x) In our opinion and according to the information and explanations given to us, no fraud by the Company or material fraud on the Company by its officers / employees has been noticed or reported during the course of our audit.

(xi) The managerial remuneration paid / provided is within the limit and in compliance of the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company hence the requirement of this clause is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable. The details of such transactions have been disclosed in the standalone financial statements, as required by the AS 18 - Related Party Disclosures.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with Directors or persons connected with them.

(xvi) According to the information and explanations given to us, the Company is a Systemically Important Non-Deposit taking Non-Banking Financial Company, and has got it registered as such under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure-’B’ to the Independent Auditors’ Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of the independent auditors’ report of even date on the standalone financial statements of Intec Capital Limited for the year ended March 31, 2018) 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 Intec Capital Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company 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” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“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 Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over 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 Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Act 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 Institute of Chartered Accountants of India. 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 auditors’ 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 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 authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 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 changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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 Institute of Chartered Accountants of India.

For S.P. CHOPRA & CO.

Chartered Accountants

Firm Regn. No. 000346N

Pawan K. Gupta

Partner

Membership Number: 092529

Place : New Delhi

Dated: May 24, 2018

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Mar 31, 2016

To

The Members of Intec Capital Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Intec Capital Limited (“the Company”), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Acting 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 March 31, 2016, its profit, and its cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2.30 of the Notes to the financial statements. As represented to us by the management, the Company is in the process of obtaining the shareholder’s approval for the managerial remuneration. Pending receipt of approval, no adjustments are considered necessary in these financial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

f With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

g 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.26 (iv)to the financial statements;

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

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

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Intec Capital Limited (‘the Company’)

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

c. According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company.

ii. The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

v. The Company has not accepted any deposits from the public.

vi. To the best of our knowledge and as explained, the Company is not in the business of sale of any goods. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Company.

vii. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

viii. In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

ix. According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not raised any money by way of initial public offer or further public offer, hence not commented upon.

Further, monies raised by the Company by way of term loans were applied for the purpose for which those were raised, though idle/surplus funds which were not required for immediate utilization were gainfully invested in liquid assets payable on demand.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

xi. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has paid managerial remuneration which is over and above the amount mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013, by H 74.17 lakhs as at March 31, 2016. As represented to us, the Company shall seek approval from the shareholders for the managerial remuneration paid in excess by H66.17 lakhs and shall recover H8 lakhs from Directors which is detailed as under:

S. No.	Name of the Director, MD, WTD or any other person to whom remuneration is provided or paid which is not in accordance with section 197	Amount involved (in excess of the limit prescribed)	Amount due for recovery as at Balance sheet date	Steps taken to recover the amount	Remarks
1	Mr. Sanjeev Goel	H 66.17 lakhs	H 8 lakhs	See Remarks	The Company is in the process of obtaining approval from the Shareholders in the annual general meeting. Further, excess paid to be recovered from salary.

xii. In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

xv. According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi. According to the information and explanations given to us, we report that the Company has registered as required, under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF INTEC CAPITAL LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”)

To

The Members of Intec Capital Limited

We have audited the internal financial controls over financial reporting of Intec Capital Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company 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 Institute of Chartered Accountants of India. 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 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over 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 as specified 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 Institute of Chartered Accountants of India. 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 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 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 authorizations 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 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 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 March 31, 2016, 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 Institute of Chartered Accountants of India.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Amit Kabra

Partner

Membership Number: 094533

Place of Signature: New Delhi

Date: May 25, 2016

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Mar 31, 2015

We have audited the accompanying financial statements of Intec Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 the state of affairs of the Company as at March 31, 2015, its profit, and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 2 (c) (I) (i) in the statements for the change in Company's estimates related to provisioning for loans, which have been revised in order to align the same in accordance with Reserve Bank of India ('RBI') prudential norms on Non-Performing Assets (NPA). As informed to us, the above mentioned change has been carried out in view of management's re-assessment of recoverability of the non-performing assets, considering the quality and quantum of primary and collateral security available with the Company. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

(f) 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 2.26 (iv) to the financial statements;

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

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Intec Capital Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) The Company's business does not involve inventories and, accordingly, the requirements under paragraph 4(ii) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase fixed assets, and for rendering of services. The activities of the Company did not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Company is not in the business of sale of any goods. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) Undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, value added tax, cess, employees' state insurance and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to duty of customs, duty of excise and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, sales-tax, service tax, wealth tax, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of income tax, sales-tax, service tax, value added tax and cess which have not been deposited on account of any dispute.

(d) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R.BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm registration Number: 101049W

Per Amit Kabra

Partner

Membership Number: 094533

Place of Signature: New Delhi

Date : May 28 , 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Intec Capital Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''Order''), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Act, we report that:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

(iii) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act to the extent applicable; and

(v) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT (Referred to in our report of even date)

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified once in three years. Accordingly, as informed to us, the Company had carried out a physical verification of all its fixed assets during the previous year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As explained to us, no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption.

ii. The Company is a financing company. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

iii. (a) During the current and previous year, the Company has granted unsecured loans aggregating to Rs. 1,053 lacs to a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year-end balance (including interest accrued) for such unsecured loans amounts to Rs. 1,154 lacs. As informed to us, the Company has not granted any other loan, secured or unsecured, to other companies, firms or parties covered in the register maintained under Section 301 of the Act.

(b) According to the information and explanations given to us, including that the loan has been given by the Company to its wholly owned subsidiary, we are of the opinion that the rate of interest and other terms and conditions of the loan, are Prima facie, not prejudicial to the interest of the Company.

(c) The above mentioned loans are repayable (including interest) after a period of five years from the dates of disbursement. Hence, no amounts have become due as at the year end. Thus, paragraph 4(iii)(d) of the Order is not applicable.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or parties covered in the register maintained under Section 301 of the Act.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services during the year. The activities of the Company do not involve purchase of inventory and sale of goods. We have not observed any material weakness in the internal control system during the course of the audit.

v. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of an arrangement referred to in para (v)(a) above and exceeding the value of Rs. 5 lacs pertains to services obtained by the Company, which are for the Company''s specialized requirements for which suitable alternative market prices are not available. However, on the basis of information and explanations provided, the same appear to be reasonable.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

viii. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

ix. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Service-tax and other material statutory have generally been regularly deposited with the appropriate authorities. As explained to us, the Company did not have any dues on account of Sales tax, Wealth tax, Investor Education and Protection Fund, Customs duty and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income tax and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable, other than dues for Service tax amounting to Rs. 11 lacs. As explained to us, this amount was accrued by the Company only at year end, not envisaged earlier considering the nature of income, and paid off subsequent to year end (along with applicable interest).

(b) According to the information and explanations given to us, there are no dues of Income-tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. As explained to us, the Company did not have any dues on account of Sales tax, Wealth tax, Customs duty and Excise duty.

x. The Company does not have any accumulated losses at the end of the financial year end and has not incurred cash losses in the current and in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers and financial institution. The Company did not have any outstanding dues to any debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. According to the information and explanation given to us, term loans raised by the Company have been applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 March 2014, we are of the opinion that funds raised on short-term basis have not been used for long term investment purposes.

xviii. The Company has not made any preferential allotment of shares to companies, firms or parties covered in the register maintained under Section 301 of the Act.

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money by public issues.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Associates LLP Chartered Accountants Firm Registration Number: 116231W

Manish Gupta Place: Gurgaon Partner Date: 28 May 2014 Membership No: 095037

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Mar 31, 2013

Report on the Financial Statements We have audited the accompanying financial statements of Intec Capital Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute o Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (Auditor''s Report)Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

c. The Balance sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Information as required by the Companies (Auditors Report) Order 2003 u/s 227 (4A) of the Companies Act, 1956

(i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information & explanations given to us, the fixed assets of the Company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification.

c) On the basis of our examination and according to the information and explanations given to us, the Company has not made any substantial disposals during the year which would have affected its going concern.

(ii) In respect of its Inventories:

The company is a Non-Banking Finance company and has not dealt with any goods and the company does not hold any inventory during the period under audit. Accordingly, the provisions of clause 4 (ii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

(iii) In respect to loans:

a) According to information and explanation given to us, the company has not granted any Loans or Advances, secured or unsecured, to any companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) (b) (c) and (d) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

b) According to information and explanation given to us, the company has not taken any Loans or Advances, secured or unsecured, from any companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) (f) (g) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Act and exceeding the value of Rupees five lacs in respect of each party during the year, have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, does not arise. Also, there has not been any order passed by Company Law Board or National Law Tribunal or Reserve Bank of India or any court of any other tribunal.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under the provisions of Section 209(1) (d) of the Companies Act, 1956 in respect of services carried out by the Company.

(ix) a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Income-tax, Sales Tax, Wealth-Tax, Custom Duty, Excise-Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, income tax, wealth tax, sales tax, customer duty and excise duty service tax and other material dues were outstanding, as at 31st March 2013 for a period of more than six months from the date they became payable.

c) According to the information & explanation given to us, there are no dues in respect of Provident Fund, Investor Education & Protection Fund, Income Tax, sales tax, service tax, customs, wealth-tax, excise duty and cess and other material dues that have not been deposited on account of any disputes.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions & banks

(xii) According to the information and explanation given to us, the company has not granted any loans and / or advance on the basis of security by way of pledge of shares and debentures and other securities.

(xiii) According to the information and explanation given to us, the provisions of Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Company are not applicable to the Company.

(xiv) According to the information and explanation given to us, as the Company is not dealing or trading in shares, debenture & and other securities, the requirement of

clause 4(xiv) of the order relating to maintenance of the proper record of transaction and contracts and making of timely entries therein are not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and the books and records examined by us, funds raised for short-term basis have not been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the order is not applicable.

(xx) The Company has not raised any money by public issue during the year. Accordingly the provisions of clause 4 (xx) of the Companies (Auditors Report) Order 2003 is not applicable to the company.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For and on behalf of

For T.K. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS

F.R.NO. 011604N

PLACE: NEW DELHI CA. T.K. GUPTA (PARTNER)

DATE: 10th May 2013 M. NO. 082235

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Intec Capital Ltd., as at 31 st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in this financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956 and based on the information & explanations given to us, we enclose in the Annexure I, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) Directions, 2008, we give in Annexure II, a statement on the matters specified in paragraphs 3 & 4 of the said directions.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) 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;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, Statement of Profit and Loss and cash flow statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

6. On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors of the company and information & explanation given to us, we report that none of the directors is disqualified as on 31 st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 as on said date.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31 st March 2012.

b. In the case of the statement of Profit and Loss, of the Profit for the year ended on that date: and

c. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

(Referred to in paragraph 3 of our report of even date)

Information as required by the Companies (Auditors Report) Order 2003 u/s 227 (4A) of the Companies Act, 1956

(i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information & explanations given to us, the fixed assets of the Company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification.

c) On the basis of our examination and according to the information and explanations given to us, the Company has not made any substantial disposals during the year which would have affected its going concern.

(ii) In respect of its Inventories:

The company is a Non-Banking Finance company and has not dealt with any goods and the company does not hold any inventory during the period under audit. Accordingly, the provisions of clause 4 (ii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

(iii) In respect to loans:

a) According to information and explanations given to us, the company has not granted any Loans or Advances, secured or unsecured, to any companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) (b) (c) and (d) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

b) According to information and explanations given to us, the company has not taken any Loans or Advances, secured or unsecured, from any companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) (f)

(g) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Act and exceeding the value of Rupees five lacs in respect of each party during the year, have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, does not arise. Also, there has not been any order passed by Company Law Board or National Law Tribunal or Reserve Bank of India or any court of any other tribunal.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under the provisions of Section 209(1) (d) of the Companies Act, 1956 in respect of services carried out by the Company.

(ix) a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Income-tax, Sales Tax, Wealth-Tax, Custom Duty, Excise-Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, income tax, wealth tax, sales tax, customer duty and excise duty service tax and other material dues were outstanding, as at 31st March 2012 for a period of more than six months from the date they became payable.

c) According to the information & explanations given to us, there are no dues in respect of Provident Fund, Investor Education & Protection Fund, Income Tax, sales tax, service tax, customs, wealth-tax, excise duty and cess and other material dues that have not been deposited on account of any disputes.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions & banks.

(xii) According to the information and explanations given to us, the company has not granted any loans and / or advance on the basis of security by way of pledge of shares and debentures and other securities.

(xiii) According to the information and explanations given to us, the provisions of Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Company are not applicable to the Company.

(xiv) According to the information and explanation given to us, as the Company is not dealing or trading in shares, debenture & and other securities, the requirement of clause 4(xiv) of the order relating to maintenance of the proper record of transaction and contracts and making of timely entries therein are not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and the books and records examined by us, funds raised for short-term basis have not been used for long- term investment.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, prices at which shares have been issued is not prejudicial to the interest of the company.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the order is not applicable.

(xx) The Company has not raised any money by public issue during the year. Accordingly the provisions of clause 4 (xx) of the Companies (Auditors Report) Order 2003 is not applicable to the company.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For and on behalf of T. K. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS FR.NO. 011604N

PLACE : NEW DELHI CA. T.K. GUPTA (PARTNER)

DATE: 19th May 2012 M.NO. 082235

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Intec Capital Ltd., as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(I) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, Profit and Loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors of the company and information & explanation given to us, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 as on said date.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

b. In the case of the Profit and Loss account, of the Profit for the year ended on that date: and

c. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.





ANNEXURE TO THE AUDITORS REPORT

Information as required by the Companies (Auditors Report) Order 2003 u/s 227 (4A) of the Companies Act, 1956 (I) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification.

c) On the basis of our examination and according to the information and explanations given to us, the Company has not made any substantial disposals during the year which would have affected its going concern.

(ii) In respect of its Inventories:

As the company is a Finance company so the company has not purchase/sold goods during the year nor is there any opening stocks, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinion, does not arise.

(iii) In respect to loans:

a) According to information and explanation given to us, the company has not granted any Loans or Advances, secured or unsecured, to companies, firm and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b), (c) and (d) of the order are not applicable.

b) The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4 (iii) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance given to us, the transaction made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Act and exceeding the value of Rupees five lacs in respect of each party during the year, have been made at prices which appear reasonable having regard to the prevailing prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provision of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, does not arise and there has not been any order passed by Company Law Board or National Law Tribunal or Reserve Bank of India or any court of any other tribunal.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under the provisions of Section 209(1) (d) of the Companies Act, 1956 in respect of services carried out by the Company.

(ix) a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth-Tax, Custom Duty, Excise- Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, Employees State Insurance, income tax, wealth tax, sales tax, customer duty and excise duty service tax and other material dues were outstanding, as at 31st March 2010 for a period of more than six months from the date they became payable.

c) According to the information & explanation given to us, there are no dues in respect of Provident Fund, Investor Education Protection Fund, Employees State Insurance, sales tax, income-tax, customs, wealth- tax, excise duty and cess and other material dues that have not been deposited on account of any disputes.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions & banks.

(xii) According to the information and explanation given to us, the company has not granted any loans and / or advance on the basis of security by way of pledge of shares and debentures and other securities.

(xiii) According to the information and explanation given to us, the provisions of Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Company are not applicable to the Company.

(xiv) According to the information and explanation given to us, as the Company is not dealing or trading in shares, debenture & and other securities, the requirement of clause 4(xiv) of the order relating to maintenance of the proper record of transaction and contracts and making of timely entries therein as not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and the books and records examined by us, funds raised for short-term basis have not been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to parties & companies covered in the register 301 of the Act, so our opinion, does not arise.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the order is not applicable.

(xx) The Company has not raised any money by public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For and on behalf of

T. K. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS

(R.NO. 011604N)



PLACE : NEW DELHI CA. T. K. GUPTA (PARTNER)

DATE: May 29, 2010 M. NO. : 082235

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Intec Securities Ltd., as at 31st March, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, Profit and Loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March 2009 and taken on record by the Board of Directors of the company and information & explanation given to us, we report that none of the directors is disqualified as on 31s1 March, 2009 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956 as on said date.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In thecase of the Balance Sheet, of the state of affairs of the company as at 31st March 2009.

b. In the case of the Profit and Loss account, of the Profit for the year ended on that date: and

c. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Information as required by the Companies (Auditors Report) Order 2003 u/s 227 (4A) of the Companies Act, 1956 (i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification.

c) On the basis of our examination and according to the information and explanations given to us, the Company has not made any substantial disposals during the year which would have affected its going concern.

(ii) In respect of its Inventories:

As the company is a Finance company so the company has not purchase/sold goods during the year nor is there any opening stocks, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinion, does notarise.

(iii) In respect to loans:

a) According to information and explanation given to us, the company has not granted any Loans or Advances, secured or unsecured, to companies, firm and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b), (c) and (d) of the order are not applicable.

b) The company has not taken any loans, secured or unsecured loans from companies, firms or other partie listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and for the sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of audit.

(v) (a) According to the information and explanations given to us and the Company examined by us, we are of the opinion that the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered into the register required to be maintained under that section;

(b) In our opinion and according to the information and explanations given to us, there are no transactions for purchase of goods and sale of goods and services made in pursuance of contracts or arrangements entered in the register(s) maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000/- (Rupees) or more in respect of each party.

(vi) In our opinion and according to the information and explanations given to us, The Company has not accepted any deposits from the public during the year and hence, the question of complying with the provision of Section 58Aand 58AAof the Companies Act, 1956 and the rules framed there under, does not arise and there has not been any order passed by Company Law Board or National Law Tribunal or Reserve Bank of India or any court ofanyothertribunal.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under the provisions of Section 209(1) (d) of the Companies Act, 1956 in respect of services carried out by the Company.

(ix) a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth-Tax, Custom Duty, Excise-Duty, Service Tax, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, Employees State Insurance, income tax, wealth tax, sales tax, customer duty and excise duty service tax and other material dues were outstanding, as at 31s1 March 2009 for a period of more than six months from the date they became payable.

c) According to the information & explanation given to us, there are no dues in respect of Provident Fund, Investor Education Protection Fund, Employees State Insurance, sales tax, income-tax, customs, wealth-tax excise duty and cess and other material dues that have not been deposited on account of any disputes.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions & banks.

(xii) According to the information and explanation given to us, the company has not granted any loans and / or advance on the basis of security byway of pledge of shares and debentures and other securities.

(xiii) According to the information and explanation given to us, the provisions of Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Company are not applicable to the Company.

(xiv) According to the information and explanation given to us, as the Company is not dealing or trading in shares, debenture & and other securities, the requirement of clause 4(xiv) of the order relating to maintenance of the proper record of transaction and contracts and making of timely entries therein as not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) The company has not obtained term loans during the year; accordingly clause (xvi) of the order is not applicable.

(xvii) According to the information and explanation given to us and the books and records examined by us, funds raised for short-term basis have not been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to parties & companies covered in the register 301 of the Act, so our opinion, does not arise.

(xix) The Company has not issued any debentures. Accordingly clause (xix) of the order is not applicable.

(xx) The Company has not raised any money by public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud oz or by the Company was noticed or reported during the year.

For and on behalf of

T. K. GUPTA & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE: NEW DELH CA. T. K. GUPTA (PARTNER)

DATE : 16th June 2009 M. NO. : 082235