Intec Capital Ltd Directors Report

Dear Shareholders,

Your directors present the Thirtieth Annual Report along with the Audited Standalone and Consolidated Financial Statements for FY 2023-2024.

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 Non-

Banking Financial Company (NBFC) vide Certificate 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 Capital Limited on November 4, 2009 under section 45-1A of Reserve Bank of India Act, 1934.

Financial Results:

The performance of the Company for the Financial Year ended March 31, 2024 is summarized below:

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 of 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 Companys

Affairs:

Highlights of the Companys consolidated performance for the financial year ended 31st March,

2024 are as under:

Consolidated Revenue: Rs. 389.36 Lacs Consolidated Net Loss: Rs. 565.32 Lacs

( in crore)

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Total Revenue	379.68	985.28	389.36	850.37
Less: Total expenses	2071.35	2785.45	1277.25	2802.34
Profit/ (Loss) before Taxation & Exceptional Items	(1691.67)	(1800.17)	(887.89)	(1951.97)
Gain on Extinguishment of borrowings under One Time
	-	-	-	-
Settlement
Profit/ (loss) before Taxation	(1691.67)	(1800.17)	(887.89)	(1951.97)
Tax expenses:
Deferred tax	(322.57)	863.52	(322.57)	863.52
Earlier year tax	-	-	-	-
Profit/ (Loss) after Tax	(1369.10)	(2663.69)	(565.32)	(2815.49)

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:

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 loss account to reserve fund before declaration of any dividend. As during the year there is no profit, there is no transfer to the said reserve.

Dividend Distribution Policy:

Pursuant to the provisions of regulation 43A of the

Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

In accordance with the provisions of the Act, Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated

Financial Statements of the Company for the financial year 2023-24, together with the Auditors Report form 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 Companys website at https://www.inteccapital.com/wp-content/ uploads/2024/06/Financial-Results-31.03.2024.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 FY2023-2024, 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 Companys website at https:// www.inteccapital.com/investors/subsidiary-financials/.

The Companys 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 Companys website at https://www.inteccapital.com/wp-content/ uploads/2021/03/Material-Subsidiary-Policy-Of-Intec-

Capital-Limited-1.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 FY2023-2024 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 8th 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:

The Company obtained the approval of shareholders to regularize Mr. Kanwar Nitin

Singh (DIN: 10204543) as a Non-Executive and Independent Director of the Company in the 29th Annual General Meeting held on 15th

September, 2023.

After the closure of the Financial Year 2023-24, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Arjunn Kumar

Tyagi (DIN: 02967667) as an Additional Non-Executive Independent Director and Mr. Vinod Kumar (DIN: 10725631) as an Additional Director (Executive) on the Board w.e.f. August 06, 2024 till ensuing Annual General

Meeting and shall be regularized for a period of five (5) years from date of appointment.

Mr. Vinod Kumar is also acting as a Chief

Financial Officer of the Company.

Further as on date, Vinod Kumar (DIN:

10725631) has tendered his resignation from the post of Additional Director (Executive) of

CAPITAL ADEQUECY RATIO:

	As at 31 March, 2024	As at 31 March, 2023	As at 31 March, 2024	As at 31 March, 2023
Tier I Capital	(2758.15)	(1846.39)	(1428.75)	(594.88)
Tier II Capital	--	--	--	--
Total Capital Funds	(2758.15)	(1846.39)	(1428.75)	(594.88)
Risk Weighted Assets	6788.15	8,517.49	6,672.15	7,590.48
CET1 capital ratio	(40.63)%	(21.68)%	(21.68%)	-7.84%
CET2 capital ratio	--	--	--	-
Total capital ratio	(40.63)%	-21.55%	(21.68%)	-7.84%

Directors and Key Managerial Personnel (‘KMP):

A. Change in Directorate i. Appointment:

During the financial year under review, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Kanwar

Nitin Singh (DIN: 10204543) as an Additional Director (Non-Executive Independent) on the Board w.e.f. June 17, 2023 till ensuing Annual

General Meeting.

Considering Mr. Kanwar Nitin Singh, a person of integrity, expertise, and having relevant experience to serve the Company as an independent director for a period of five (5) years from date of appointment. the Company w.e.f. end of the working hours of 14th August, 2024 due to preoccupation in the role and responsibilities of Chief Financial

Officer of the Company. He will be continuing to act as a Chief Financial Officer of

Company.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mrs. Ursala Joshi (DIN: 08810331) as an Additional Director (Non-Executive and Non-

Independent) w.e.f. August 14, 2024 and also approved re-appointment of Mr. Sanjeev Goel

(DIN: 00028702) as Managing Director of the company w.e.f. 1st April, 2024.

Considering Mr. Arjunn Kumar Tyagi, Mrs.

Ursala Joshi and Mr. Sanjeev Goel, a person of integrity, expertise, and having relevant experience to serve the Company as directors of the Company, The Company soughts the approval of shareholders to regularize Mr.

Arjunn Kumar Tyagi (DIN: 02967667) as a Non-Executive Independent Director, Mrs. Ursala Joshi (DIN: 08810331) as a Non-Executive Non-Independent Director and Mr. Sanjeev Goel (DIN: 00028702) as Managing

Director of the company in the 30th Annual General Meeting scheduled to be held on

26th September, 2024.

B. Directors liable to retire by rotation:

Mr. Sanjeev Goel (DIN: 0028702) Managing

Director, retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment and his re-appointment shall not tantamount to a break in the tenure of appointment as Managing Director and all other terms and conditions of the re-appointment shall also remain unchanged pursuant to the provisions of Companies Act, 2013.

Brief details of Mr. Sanjeev Goel, who is seeking re–appointment, are given in the Notice of AGM.

C. KMPs i. Mr. Rajesh Sharma has resigned from the position as Chief Financial Officer of Company w.e.f. 15.11.2023; ii. Mr. Vinod Kumar has been appointed by the Board in its meeting held on February

13, 2024 as Chief Financial Officer of

Company w.e.f. 13.02.2024;

After closure of Financial Year 2023-24, Ms. Radhika

Garg, company secretary and compliance officer of the company, has tendered her resignation on 5th August,

2024 and she shall be relieved from responsibilities from end of business hours of 3rd September, 2024.

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, 2024, 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. Mr. Surender Kumar Goel	Non-Executive Independent Director
3. Mr. Rakesh Kumar Joshi	Non-Executive Independent Director
4. Ms. Shilpy Chopra	Non-Executive Independent Director
5. Ms. Shalini Rahul	Non-Executive Independent Director
6. Mr. Kanwar Nitin Singh	Non-Executive Independent Director

As on March 31, 2024, the Company had following Key Managerial Personnel (KMPs) 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 Director	Designation
1. Mr. Sanjeev Goel	Managing Director (KMP)
2. Mr. Vinod Kumar	Chief Financial Officer (KMP)
3. Ms. Radhika Garg	Company Secretary (KMP) and Compliance Officer

Declaration by Independent Directors:

The Independent directors have submitted a declaration of independence, stating 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 provisions of rule 6 of Companies (Appointment and Qualifications of Directors)

Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

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:

The Nomination and Remuneration Committee as on March 31, 2024 comprises of the following Directors:

Name of the Director	Category	No. of Meetings held during FY 2022-2023 (4) Entitled Attended to attend
Mr. Surender Kumar Goel	Chairman, Non-Executive, Independent	4 3
Mr. Rakesh Kumar Joshi	Non-Executive, Independent	4 3
Ms. Shalini Rahul	Non-Executive, Independent	4 3

Furthermore, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in the Corporate Governance Report Section. On recommendation of the NRC, the Board has framed a Remuneration Policy. This policy, inter alia, provides:

(a) The criteria for determining qualifications, 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 Companys website and can be accessed at https://www.inteccapital. com/wp-content/uploads/2021/03/Nomination-And-

Remuneration-Policy-And-Selection-Criteria-Due-Diligence-Of-Directors-Key-Managerial-Personnel-And-Senior-Management-Of-Intec-Capital-Limited.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/ non-executive 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 Companys Code Conduct for FY 2023-2024. A declaration to this effect signed by the Managing Director is included in this Annual Report.

Annual Return:

Pursuant to Section 92(3) 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:

Six (6) meetings of the Board were held during FY 2023-

2024 on the following dates:

May 26, 2023, August 10, 2023, September 25, 2023, October 11, 2023, November 09, 2023, and February 13,

2024. 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 positive 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

Companys internal financial controls were adequate and effective during FY 2023-24.

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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and of 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:

The present composition of the Committee is as follows: Ms. Shalini Rahul, Chairman Ms. Shilpy Chopra , Member

Mrs. Ursala Joshi, Member

During FY 2023-2024, all recommendations of the Audit Committee were accepted by the Board. The brief terms of reference and attendance record of members are given in the Corporate Governance Report.

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 31st March 2024, 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:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and date of this report.

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 2023-24 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 Companys 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

Companys 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 2023-2024, the Company did not have any

Foreign Exchange earnings and Foreign Exchange outgo.

Annual Performance Evaluation of the Board:

Pursuant to applicable provisions of the Companies

Act, 2013 and 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 28, 2024 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

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 Directors performance during Financial Year 2023-24.

Significant and Material Orders:

During FY 2023-2024, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys 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 Companys 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.

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 2023-2024, 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.

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 Companys 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/2021/09/Vigil-

Mechanism-Whistle-Blower-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 RBIs 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 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 28th Annual General Meeting till the conclusion of

33rd 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 2023-

2024 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. 5,018.76 lakhs i.e. Rs. 387.09 lakhs and Rs. 1,459.32 lakhs for the current quarter and year ended 31 March, 2024 respectively and Rs. 3,559.44 lakhs for the period upto

31 March, 2023, 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. 5,018.76 lakhs i.e. Rs. 387.09 lakhs and Rs. 1,459.32 lakhs for the current quarter and year ended 31 March, 2024 respectively and Rs. 3,559.44 lakhs for the period upto 31 March, 2023, though accrued on these loans has not been accounted / provided for by the Parent Company in these consolidated financial results.

Boards reply:

The Company is in the talks / discussion with banks for restructuring / one time settlement. In the earlier year also, OTSs proposal for settlement of its loans had been accepted / approved by banks. Hence, the Company has decided not to provide Interest amounting Rs. 5,018.76 lakhs in their books of accounts considering ongoing discussions for settlement with other banks is also in the advance stage.

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 Mr. Mohsin Khan, proprietor of M/s MSK and

Associates, Practicing Company Secretaries (M. No:

39046 and COP: 14571) to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report (Form MR-3) for the financial year ended March 31, 2024, 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. MSK and Associates, in their Secretarial

Compliance Report dated 12th August, 2024, on the Secretarial and other related records of the company, for the FY 2023-24 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.

Boards 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

Boards 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. In the Minutes of the Board Meeting dated

26.05.2023 the heading of ‘Item No. 09 categorically states for taking note of disclosures and declarations received from the Directors in form MBP-1 and

DIR-8. However, on a perusal of the context of the Resolution passed therein, no mention of Form DIR-8 to have been taken on record was found. On seeking a clarification from the Company as regards this ambiguity, the copies of the Certificates/Declarations in Form DIR-8 under Section 164 were produced by the Company for inspection, and it was informed that the said disclosure was taken on record through the subsequent item No. 10. The mentioning of Form

DIR-8 in the heading of Item No. 09 was erroneously mentioned, which in no manner jeopardizes with the context of the resolution so passed.

Boards Reply: The comment is self-explanatory.

4. The ‘Certified True Copy of the Resolutions filed

Form MGT-14 as regards ‘Adoption of new set of MOA and AOA and for ‘Regularization of Mr. Kanwar Nitin Singh as an ‘Independent Director during the Annual

General Meeting held on 15.09.2023 does not state the nature of the Resolutions, viz., Ordinary/ Special

The nature of resolution has been selected as

Special Resolution in the Form MGT-14 filed for both resolutions as mentioned in above-mentioned comment. The nature of resolution has also been mentioned in the Minutes. However, due to oversight, the extract may not contain the nature though it was already correctly selected it in the form.

5. 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 & Non-Executive 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.

Boards Reply:

In the Boards 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.

6. 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:

Boards Reply:

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 DIR-12	Appointment of Mr. Rajesh Sharma as CFO	AA2889602	08/02/2023	10/03/2023	15/06/2023
2 DIR-12	Resignation of Ms. Neeti Kakkar from the post of CFO	AA2248959	14/01/2023	13/02/2023	05/05/2023
3 DIR-12	Resignation of Mr. Himanshu Purwar from the post of Director	AA2639888	20/03/2023	19/04/2023	31/05/2023

Boards Reply:

The said delay has occurred on account of the technical issues prevailed with the MCA V3 version. The Company on its part had raised complaints citing the issue faced while preparation of the relevant form. Accordingly, the delay in form filing has occasioned on account of technical glitch faced by all the users at the V3 portal. The Management will ensure form filing within due timelines in future.

7. The forms filed by the Company, being a Non-

Banking Financial Company, with the Reserve Bank of India Act, 1934 have been filed with a delay. is suggested to the Companytofilesuch Forms/

Returns within the due dates as prescribed under the provisions of the Reserve Bank of India Act, 1934 and rules framed thereunder Boards Reply:

The delay in filing of mentioned returns have occasioned due to technical glitches experienced by the Management at the relevant portal. Further, additional delay has occurred on account of non-availability of the concerned personnel vested with the responsibility of form filing. The Management will ensure the filing of returns well within stipulated time frame.

8. The Company has not been filing its Provident Fund

(PF) Returns since, June, 2023, further, on account of the information received by the Company, no notice has been received in this matter so far.

Boards Reply:

Due to current business environment and business challenges, the company is unable to satisfy these statutory compliances.

9. Further, GSTR-1 for the month of March, 2024 and

GSTR-3B for the month of February & March, 2024 have not been filed for which various notice(s) under Section 46 of the Goods & Services Act, 2017 for non-filing of Return have been received.

Boards Reply:

Due to current business environment and business challenges, the company is unable to satisfy these statutory compliances.

10. It is pertinent to mention here that the Company has made a non-compliance of ‘Regulation 33 of the

SEBI LODR, 2015 wherein, there is a delay of 22 days in the submission of financial results for the

Financial Year 2023-24 for which an amount of Rs.

1,29,800/- (inclusive of tax) has been imposed by the ‘Bombay Stock Exchange & the same has duly been paid by the Company. Though, the due date for the aforesaid non-compliance falls beyond the current Secretarial Audit Period, yet, the same has been reported herein, as the event for imposition/ payment of fine supra has occurred during the period beginning from the closure of Financial Year till the date of signing of this instant Report.

Boards 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,

It due to which he was not available for the Board

Meeting, where his presence was required for discussion of the aforementioned agendas.

Therefore, the concerned agendas regarding approval of Financial Results, Statement of Assets & Liabilities and Statement of Cash Flow (Standalone and Consolidated) for the year ended on March 31, 2024, Annual Accounts of subsidiary company viz. Amulet Technologies Ltd, and other related matters could not be taken up and were deferred to be discussed at the next meeting on account of Non-Officer the Company, availabilityofChiefFinancial to discuss the Financial Results.

In view of the aforementioned submission(s), we wish to state that the delay in consideration and submission of financial statements for the financial year ended on 31st March, 2024 occasioned on account of unforeseen circumstances which was beyond the control of the Management of the Company.

Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for

FY 2023-2024 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/2024/05/Annual-Secretarial-

Compliance-Report-2023-24.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 2023-24 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 2023-24 were on an arms length basis and were not material under the SEBI Listing Regulations except for the remuneration of Mr. Sanjeev Goel, Managing Director of the Company for which the Company has already obtained the approval of shareholders in the 27th Annual General Meeting held on 15th September, 2021 for three

(3) Financial Years i.e. for Financial Year 2022–2023,

2023 2024, 2024-25 and 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, 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

Corporate Social Responsibility (‘CSR):

In accordance with Section 135 of the Act, your Company has a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, in due compliance of the provisions of the Companies Act, 2013, which has been approved by the Board.

The CSR Committee comprises of three directors viz., Mr. Sanjeev Goel, Mr. Surender Kumar Goel and Ms. Shalini Rahul. Mr. Sanjeev Goel is a permanent Chairman of the Committee.

The Company did not fulfill the eligibility criteria provided under the provisions of Section 135(1) of the Companies

Act, 2013 as on 31st March, 2023, and therefore, the

Company was not required to incur any CSR expenditure during the Financial Year 2023-24. The CSR Policy is available on the Companys

S. No. Name of the Firm/ Company ("The Borrower")	Name of the Company and interested Director ("The Lender")	Nature of Transaction	Outstanding amount of loans/advances/ Investments at the year end	The maximum amount of loans/ advances/Investments outstanding during the year
1. Amulet Technologies Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Loan Transactions	1,28,82,170.44	1,35,51,196.50
2. Pantec Devices Private Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Interest on Loan Transactions	52,46,707.30	52,46,707.30
3. Modern Credit Private Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Loan Transactions	1,98,38,841.65	1,98,38,841.65

in Notes to Financial Statements.

Further, as per Schedule V of SEBI Listing Regulations, The details of loans and advances by listed entity and its subsidiaries to loans to firms/ companies in which the

Directors of Company are interested as follows:

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/2022/06/Related_Party_Transaction_Policy_ updated.pdf and also forms a part of the Corporate Governance Report.

website at https://www.inteccapital.com/wp-content/ uploads/2021/09/CSR-Policy-1.pdf.

The Annual Report on CSR activities as required under

Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-G forming an integral part of this Report.

Further, details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Board has constituted Committees with specific terms of reference to focus effectively on specific issues and ensure expedient resolution of diverse matters.

These include the Audit Committee; Asset Liability Cum

Risk Management Committee; Stakeholders/ Investors

Grievances Cum Share Transfer Cum Stakeholder Relationship Committee; Nomination and Remuneration Committee; Corporate Social Responsibility Committee. The Company Secretary is the Secretary of all the aforementioned Committees.

The Board of Directors and the Committees also take decisions by Resolutions passed through Circulation which are noted by the Board / respective Committees of the Board at their next meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors for noting.

Familiarization Policy and Programme for Independent Directors:

The Company has in place a familiarization Programme for its Independent Directors which shall be given to new Independent Directors upon joining and to existing

Independent Directors on "need basis". The objective of the familiarization Programme is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it.

The familiarization program and other disclosures as specified under the Listing Regulations is available on Companys website at https://www.inteccapital.com/wp-content/uploads/2023/02/Familiarization-Programme-

For-Independent-Directors.pdf.

Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)

Pursuant to section 124(6) of the Act and the Investor

Education and Protection Fund Authority (Accounting,

Audit, Transfer and Refund) Rules, 2016, as amended

(the ‘IEPF Rules), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to Demat Account of the IEPF Authority by the Company within a period of thirty days of expiry of said seven years.

The Company also publishes a notice in newspapers intimating the members regarding the said transfer. These details are also available on the Companys website at https://www.inteccapital.com/wp-content/ uploads/2023/10/Newspaper-Intimation_IEPF.pdf.

In addition, Company has taken various steps to reach out to shareholders whose shares are due to be transferred to IEPF on account of not claiming dividend for a consecutive period of seven years.

During FY 2023-2024, the Company transferred 293190 equity shares of face value of Rs. 10 in respect of 77 shareholders to Demat Account of the IEPF Authority held with CDSL. Members can claim such shares and unclaimed dividends transferred to the Fund by following the procedure prescribed under the IEPF Rules.

Other Statutory Disclosures:

1. The financial statements of the Company and its subsidiary are placed on the Companys website at https://inteccapital.com/.

2. Details required under the provisions of section

197(12) of the Act read with rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

3. Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

4. The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable.

5. The auditors, i.e., statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3)(ca) of the Act.

6. The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

7. The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. off The number complaints received, disposed and pending during FY 2023-2024 is given in the Corporate Governance Report.

8. There is no change in the nature of business of the

Company during FY 2023-2024.

9. The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

10. The Managing Director, as per the terms of his appointment, does not draw any commission or remuneration from the subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

11. Neither any application was made, nor any proceeding is pending under the Insolvency and

Bankruptcy Code, 2016 against the Company.

12. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not availed any loan during the financial year under review, hence, the disclosure is not applicable and not furnished herein.

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company and its subsidiary and thank them for yet another excellent year of performance.

On behalf of the Board of Directors of

INTEC CAPITAL LIMITED

 

(Sanjeev Goel)	(Shalini Rahul)
Managing Director	Director
DIN: 00028702	DIN: 09357650

 

Place: New Delhi

Date: 14.08.2024