Asit C Mehta Financial Services ltd Auditor Reports

(dhhead>INDEPENDENT AUDITOR?S REPORT(/dhhead>

To,

The Members,

M/s. ASIT C.MEHTA FINANCIAL SERVICES LIMITED

Report on the Audit of the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s. ASIT C.MEHTA FINANCIAL SERVICES LIMITED (‘the Company), which comprise the balance sheet os at 31 March, 2024, the statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of the Cash Flow for the year then ended on that day, notes to the standalone financial statements and a summary of significant accounting policies and other explanatory information (hereafter referred to as 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 (“the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion:

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act. 2013 (the Act?). Our responsibilities under those Standards are further described in the Auditor?s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together wilh the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI?s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How was the matter addressed in our audit
Increase in Investment in its Subsidiaries	Our audit procedures, among other things, included the following:
1) Asit C Mehta Investment Interrmediates Limited
	• Discussed with the management about the Company?s investment strategy.
(a) During the year, the company has additionally purchased 2,48,349 shares worth Rs. 13,334 ( 000) and thereon increased its holding percentage.
	• Evaluated the valuation report and relevant documents.
(b) Further, the company has also invested in 14,00,000 Compulsory convertible Debentures worth of Rs.70.000 (‘ 000).	• Assessed the disclosures In accordance with the requirements of Ind AS 109 on “Financial Instruments".
2) Edgytal Fintech Investment Services Private Limited.
(a) During the year, the company had converted its share warrants and loan amounts into 50.00,000 equity shares of Rs.75,000 ( 000)
The above investments made by the company have resulted in cash outflow of the company and also involved conversion of loan to the subsidiary company into equity. The amounts involved in the above transactions are considerable and therefore, the same is considered as a key audit matter by us.
[Refer Note 2.15 & 4 to the financial statements)
Right Issue of Equity Shares	Our audit procedures, among other things. Included the following:
The Company had allotted 32,93,452 fully paid-up equity shares having face value of Rs. 10 each at an issue price of Rs. 137.45 per equity share, i.e. at a premium of Rs. 127.45 per equity share, on a rights basis to the existing equity shareholders of the Company in the ratio of one hundred and thirty three equity shares for every two hundred fully paid-up equity shares held by the existing equity shareholders on the record date. Total of Rs.4.52,684.52 (‘ 000) was received by the company (Including securities premium of Rs.4,19.750 ( 000). As a result of the right issue , the total equity of the company increased from Rs.2.14.318 ( 000) to Rs.6,16.117 ( 000) and therefore the same is considered as a Key Audit Matter
	• We have checked documents pertaining to right issue and documents submitted to various regulatory authorities.
	• Evaluated and checked the end use of funds for which they were raised through the said right issue.
[Refer Note 14 to the financial statements]

Information Other than the Standalone Financial Statements and Auditor?s Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises The information included in the Board?s Report, but does not include the standalone financial statements and our auditors report thereon. The Directors report is expected to be made available to us after the date of this auditors report.

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

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

When we read the Directors report if we conclude that there Is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 The Auditor?s responsibilities Relating to Other Information.

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 Companies Act. 2013 ("the Act") with respect to preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules. 2015 as amended, and other accounting principles generally accepted in India.

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, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are 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 auditors 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 scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls 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 auditors 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 standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work arid in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the 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 for the year ended March 31, 2024 and are therefore, the key audit matters. We describe these matters in our auditors 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.

Other Matter

The financial statements of the Company for the year ended 31 March 2023 were audited by the predecessor auditor, M S K A & Associates, who have expressed an unmodified opinion on those financial statements vide their audit report dated 29^CT May, 2023

Report on Other Legal and Regulatory Requirements

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes In Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules. 2015.

(e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31.2024 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor?s Report in accordance with the requirements of section 197(16) of the Act. as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(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, 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 standalone financial statements Refer Note 37 to the standalone financial statements.

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

iii. There were no amounts which were 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 it?s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the Company to or in any other person{s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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. The Board of Directors of the Company have not proposed any dividend for the year and therefore provisions of rule 11(f) are not applicable.

vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. As proviso to Rule 3(1) of the Companies (Accounts) Rules. 2014 is applicable from April 01, 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 March 31,2024.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For MANEK & ASSOCIATES

Chartered Accountants

Firm?s registration number: 0126679W

Sd/-

(SHAILESH MANEK)

Partner

Membership number: 034925

UDIN: 24034925BKGEGO4234

Date: May 23, 2024

Place: Mumbai

ANNEXURE A TO THE INDEPENDENT AUDITOR?S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF M/s. ASIT C.MEHTA FINANCIAL SERVICES LIMITED.

[Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements? in the Independent Auditors Report of even date to the Members of Asit C Mehta Financial Services Limited on the Financial Statements for the year ended March 31.2024]

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

Opinion

We have audited the internal financial controls over financial reporting of M/s. ASIT C.MEHTA FINANCIAL SERVICES LIMITED ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

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 31 March, 2024, 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.

Management?s Responsibility for Internal Financial Controls

The Companys 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial Information, as required under the Companies Act, 2013.

Auditors? Responsibility

Our responsibility is to express an opinion on the Companys 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 ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and. both issued by the 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company?s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys 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 companys 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.

For MANEK & ASSOCIATES

Chartered Accountants

Firm?s registration number: 0126679W

Sd/-

(SHAILESH MANEK)

Partner

Membership number: 034925 UDIN: 24034925BKGEGO4234

Date: May 23, 2024 Place: Mumbai

ANNEXURE BTO INDEPENDENT AUDITORS? REPORTOF EVEN DATE ONTHE STANDALONE FINANCIAL STATEMENTS OF ASIT C MEHTA FINANCIAL SERVICES LIMITED FOR THE YEAR ENDED March 31,2024.

The Annexure referred to in Independent Auditors? Report to the members of the Company on the standalone financial statements for the year ended March 31 2024, we report that:

L {a) (A) The Company has maintained proper records showing full particulars, including

quantitative details and situation of Property. Plant and Equipment. Investment Property and relevant details of Right of Use Assets.

(B) The Company has no intangible assets. Accordingly, the provisions stated in paragraph 3{i)(a)(B) of the Order are not applicable to the Company.

(b) The Company has a regular programme of physical verification of its property, plant, equipment. Investment property and Right of Use Assets by which they are verified in a phased manner over three years. In accordance with this programme, certain property, plant, equipment, Investment property and Right of Use Assets were verified during the year and the material discrepancies which were noticed have been properly dealt with in the books of account. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given lo us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed In the financial statements are held in the name of the Company.

(d) According to the information and explanations given to us. the Company has not revalued its property, plant and Equipment (including Right of Use assets) during the year. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company

(e) According to the information and explanations given to us, no proceeding has been initiated

or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder.

Accordingly, the provisions stated in paragraph 3(i)(e) of the Order are not applicable to the Company.

ii. (a) The Company is involved in the business of rendering services. Accordingly, the provisions stated in paragraph 3(ii) (a) of the Order are not applicable to the Company.

(b) The Company has not been sanctioned any working capital limits during the year. Accordingly, the requirements under paragraph 3(ii)(b) of the Order is not applicable to the Company.

iii. According to the information and explanations provided to us, the Company has provided loans or provided advances in the nature of loans, or given guarantee, or provided security to any other entity.

(a) (A) The details of such loans or advances and guarantees or security to subsidiaries are as follows:

(Rs. In ‘000)

	Guarantees	Security	Loans	Advances in Nature of Loan
Aggregate amount granted/provided during the year
Subsidiaries	-	-	86,595	Nil
Balance Outstanding as at balance sheet date in respect of above.
Subsidiaries	13000	-	Nil	Nil

(a) (B) The Company has granted unsecured loans or provide advances in the nature of loans or stood guarantee, or provide security to other company as detail given below.

(Rs. In 000)

	Guarantees	Security	Loans	Advancesin Nature of Loan
Aggregate amount granted/provided during the year
Others	Nil		525	Nil
Balance Outstanding as at balance sheet date in respect of above.		3,29,000
Others	Nil		, 10 757	Nil

(b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions in relation to investments made, guarantees provided, securities given and grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the interest of the Company

(c) The loans and advances in the nature of loan are repayable on demand. During the year, the Company has not demanded such loans or interest.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount remaining outstanding as at the balance sheet date as the loans are repayable on demand and the Company has not demanded such loans and advanco in nature of loan.

(e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties.

(f) In our opinion and according to the information and explanations given to us and based on the audit procedures conducted by us. the company has granted following loans and advances in the nature of loans without specifying any terms or period of repayment

(Rs. In000)

	All Parties	Promoters	Related Parties
Aggregate amount of loans/ advances in nature of loans
Repayable on Demand (A)	10.757	Nil	Nil
Agreement does not specify any term or period of repayment (B)	Nil	Nil	Nil
Total (A) + (B)	10,757	Nil	Nil
Percentage of loans/advances in nature of loans to the total loans	100%

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and for providing guarantees and securities, as applicable.

v. The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act. and the Rules framed there under are not applicable, and also no orders were passed by company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal and therefore close 3(v) of the order is not applicable.

vi. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act, in respect of the service activities carried on by the Company and therefore, the provision of clause 3(vi) of the Order is not applicable

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Goods and Service Tax. provident fund, employees state insurance, income tax, sales tax. service tax. duty of custom, duty of excise, value added tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Service Tax, provident fund, employees state insurance, income tax, sales tax, service tax. duty of custom, duty of excise, value added tax, cess and other statutory dues were in arrears as at March 31.2024 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us. there are no dues of Goods and Service Tax. provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which have not been deposited on account of any dispute except as per details given below.

Name of the Statute	Nature of Dues	Amount (Rs.in000)	Period for which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Tax demand	19	A.Y.2010-11	Rectification u/s 154 pending with assessing officer
Income Tax Act.1961	Tax Demand	590	A.Y.2016-17	CIT Appeals
Income Tax Act, 1961	Tax Demand	11,676	A.Y.2017-18	CIT Appeals
Foreign Exchange Regulation Act,1973	Contravention of FERA regulations	16,186	A.Y.1994-95	Foreign Exchange Tribunal and Bombay High court.
Finance Act,1994,Chapter V Service tax	Service Tax & Penalties on certain income	10,198	A.Y.1996-2000	Custom, Excise & Service Tax Appellate Tribunal .Mumbai

viii. In our opinion and according to the information and explanations given to us, there was no such transaction found in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), therefore, the provision of clause 3(viii) of the order is not applicable.

ix. (a) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or other borrowing or in repayment of interest thereon to any lender and therefore, the provision of clause 3 (ix)(a) of the Order to that extent is not applicable

(b) According to the information and explanation given to us and on the basis of our audit procedures, we report that the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority and therefore, the provision of clause 3 (ix)(b) of the Order to that extent is not applicable.

(c) According to the information and explanations given to us and on the basis of our audit procedures, the term loan taken by the company were applied for the purpose for which the loans were obtained.

(d) According to Information and explanation given to us and the procedures performed by us, and on an overall examination of the financial statement of the Company, we report that no funds raised on short-term basis have been used for long-term purposes of the company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the company has taken funds from following entities details below

(Rs. In-000.)

Nature of Fund Taken	Name of Lender	Amount involved	Name of Subsidiary	Relation	Nature of Transection for which fund utilised	Remarks if Any
Unsecured loan	Deena Mehta	1,620	Edgytal Fintech Investment Services P Ltd	Director	Conversion of share warrants into Equity shares	N.A
Unsecured loan	Algoiq Software Solution s P Ltd	6,000	Edgytal Fintech Investment Services P Ltd	Inter Corporate Deposits	Conversion of share warrants into Equity shares	N.A

(f) According to the information and explanations given to us and procedures performed by us, we report that the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associates companies as the detail given below.

Nature of Loan Taken	Name of Lender	Amount of Loan	Name of the subsidiary	Relation	Detail of security pledged	Remarks
10.5% Redeemable Non- convertible Debentures	Private Placement made to general public	71,700	Asit c Mehta investment intermediates Ltd	Others*	Pledged of Equity Shares up to 1.25times of the debenture value

* Private Placement done.

x. (a) In our opinion and according to the information and explanations given to us. during the year, the company has utilised the money raised by way of further public offer by way of Right issue of equity shares and Redeemable Non-convertible Debenture for the purposes for which they are raised.

(b) According to the information and explanations given to us and based on our examination of the records of tho Company, the Company has not made any preferential allotment or private placement of shares or fully, partly, or optionally convertible debentures during the year. Hence, the provisions stated in paragraph 3(x)(b) of the Order are not applicable to the Company.

xi. (a) According to information and explanations given to us there were no fraud by the company or any fraud on the Company has been noticed or reported during the year and therefore, the provision of clause 3 (xi)(a) of the Order Is not applicable.

(b) According to information and explanations given to us no report under sub-section (12) of section 143 of the companies Act has been filed by any auditors in Form ADT-4 as prescribed

under rule 13 of Companies (Audit and Auditors) Rules. 2014 with the Central Government and therefore the provision of clause (xi)(b) of ihe order not applicable.

(c) As represented to us by the management, there were no whistle-blower complaints received by the company during the year.

xii. In our opinion, the company is not a chit fund or a nidhi and therefore, the provisions of clause 3(xii)(a), (b) & (c) of the Order are not applicable to the company.

xiii. According to information and explanation given to us. all the transactions with related parties are in compliance with the provisions of sections 177 and 188 of Companies Act, 2013 where applicable. The details of related party transactions have been disclosed in the financial statements as required under Accounting Standards.

xiv. (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered internal audit reports of the Company issued till date, for the period under audit.

xv. During the financial year, the Company has not entered into any non-cash transactions with directors or persons connected with him and therefore, the provisions of clause 3(xv) of the Order are not applicable.

xvi. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and therefore, the provisions of clause 3(xvi)(a),(b),(c) and (d) of the Order are not applicable.

xvii. The company has incurred cash losses Rs.38,362 (in000) during the financial year and Rs.53,293 (in 000) cash losses in the immediately preceding financial year.

xviii. There has been resignation of the statutory auditors during the year and based on the information and explanations given to us by the management and the response received by us pursuant to our communication with the outgoing auditors, there have been no issues, objections or concerns raised by the outgoing auditors.

xix. According to information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans, and based on our examination of the evidence supporting and assumption, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx. During the year the provision of Section 135, as regards Corporate Social Responsibility (CSR), of the companies Act, 2013 is not applicable therefore, the provision of clause 3(xx)(a) & (b) of the order are not applicable.

xxi. The reporting under Clause 3{xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said Clause has been included in the report.

For MANEK & ASSOCIATES

Chartered Accountants

Firm?s registration number: 0126679W

Sd/-

(SHAILESH MANEK)

Partner

Membership number: 034925 UDIN: 24034925BKGEGO4234

Date: May 23, 2024 Place: Mumbai