Navigant Corporate Advisors Ltd Auditor Reports

To

The Members of

NAVIGANT CORPORATE ADVISORS LIMITED Report on the Financial Statements

We have audited the accompanying financial statement of NAVIGANT CORPORATE ADVISORS LIMITED (the "Company"), which comprise the Balance Sheet as at 31^st March 2024 and the Statement of Profit and Loss and Statement of Cash Flow for the year ended on that date and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the "Financial Statements").

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, Accounting Standards prescribed under Section 133 of the act read with the Companies (Accounting Standards) Rules, 2021, as amended ("AS") and other accounting principal generally accepted in India, of the state of affairs of the Company as at March 31,2024.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statement that give a true and fair view of the financial position and financial performance of the Company in accordance with the section 134(5) of the Companies Act, 2013, Accounting Standards Notify under Companies Act, 2013 read with General Circular 08/2014 dated 04-04-2014 issued by The Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the accounting principle generally accepted in India. This responsibility includes the designs, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment to the risks of material misstatement of t he financial statement, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the companys preparation and fair presentation of financial statements in order to design audit procedures that are appro priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanation given to us, the financial statement gives the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31^st March,2024; and

b. In the case of the Statement of Profit and Loss, of the profit for the year ended 31^st March,2024; and

c. In the case of the Cash Flow Statement, of the cash flows for the year ended 31^st March, 2024; and

Report on Other Legal and Regulatory Requirements

1. As required by the companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of sub - section (11) of the section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in "Annexure" a statement on matters specified in paragraphs 3 and 4 of the said Order.

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

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

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

c. The Balance Sheet, Statement of Profit and Loss and cash flow statement are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards notify under the Act read with the General Circular 15/2013 dated 13-09-2013 of the Ministry of Corporate Affairs in respect of section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule,2014;

e. On the basis of written representation received form the directors as on 31^st March 2024, and taken on record by the board of directors none of the directors is disqualified as on 31^st March 2024, from being appointed as a director in terms of section 164 of the Companies Act, 2013.

f. In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st 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.

g. With respect to the other matters to be included in the Auditors 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 does not have any pending litigation, which would affect its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were 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. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company Ultimate Beneficiaries or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

v. The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities 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; and

vi. Based on our audit procedures, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) and (v) contain any material mis-statements.

vii. The Company has not declared any dividend during the year.

Annexure to Independents Auditors Report

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(b) The Company is maintaining proper records showing full particulars of intangible assets. (The Company has no intangible assets)

(c) As per the information and explanation given to us and records examined by us, these Property, Plant and Equipment have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(d) According to the information and explanations given to us and on the basis of examination of the records of the Company, the title deeds of all the immovable properties disclosed in the financial statements are held in the name ofthe company.

(e) the company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(f) No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(g) As per the information and explanation given to us and records examined by us, The Company has no Property, Plantand Equipment or intangible assets.

(h) As per the information and explanation given to us and based on examination of records of the company, inventories have been physically verified by the management at reasonable intervals in accordance with its programme and no material discrepancies were noticed on such physical verification by the management. (The Company do not have any inventories)

(i) As per the information and explanation given to us and based on examination of records of the company, the company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. (The Company has no working Capital Limit from Bank or Financial Institutions)

ii. During the year the company has not made any investments in, nor provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

iii. (a) As per the information and explanation given to us and based on examination of records of the company in respect of loans, investments, guarantees, and security, whether provisions of sections 185 and 186 of the Companies Act have been complied.

(b) As per the information and explanation given to us and based on examination of records of the company in respect of deposits accepted by the company or amounts which are deemed to be deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder, where applicable, have been complied. (The Company has not accepted any deposits)

iv. As per the information and explanation given to us and based on examination of records of the company, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act.

v. (a) As per the information and explanation given to us and based on examination of records of the company, the company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

(b) As per the information and explanation given to us and based on examination of records of the company, no statutory dues referred to in sub-clause (a) are pending.

vi. As per the information and explanation given to us and based on examination of records of the company, no transactions which are not recorded 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).

vii. (a) As per the information and explanation given to us and based on examination of records of the company, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) As per the information and explanation given to us and based on examination of records of the company, the companyis not declared as wilful defaulter by any bank or financial institution or other lender;

(c) As per the information and explanation given to us and based on examination of records of the company, The Companyhas not awaited any term loan.

(d) As per the information and explanation given to us and based on examination of records of the company, No funds raised on short term basis have been utilised for long term purposes.

(e) As per the information and explanation given to us and based on examination of records of the company, the companyhas not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures,

(f) As per the information and explanation given to us and based on examination of records of the company, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

viii. (a) As per the information and explanation given to us and based on examination of records of the company, moneys raised by way of initial public offer or further public offer (including debt instruments) during the year were applied for the purposes for which those are raised (No initial public offer or further public offer (including debt instruments) during the year).

(b) As per the information and explanation given to us and based on examination of records of the company, the companyhas not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

ix. (a) As per the information and explanation given to us and based on examination of records of the company, no fraud by the company nor any fraud on the company has been noticed or reported during the year.

(b) As per the information and explanation given to us and based on examination of records of the company, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribedunder rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

(c) As per the information and explanation given to us and based on examination of records of the company, no whistle- blower complaints have been received,

x. As per the information and explanation given to us and based on examination of records of the company, the Companyis not a Nidhi Company hence, reporting under clause xii of the Order not applicable.

xi. As per the information and explanation given to us and based on examination of records of the company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where ever applicable and the details have been disclosed in the financial statements, etc., as required by the applicable accounting standards.

xii. (a) As per the information and explanation given to us and based on examination of records of the company, the companyhas an internal audit system commensurate with the size and nature of its business.

(b) we have considered the report of internal auditors for the year.

xiii. As per the information and explanation given to us and based on examination of records of the company, the company hasnot entered into any non-cash transactions with Directors nor persons connected with them. The provisions of section 192 of Companies Act have been complied.

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

(b) In our opinion, there is no core investment company within the group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xv. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xvi. M/s. Divya M & Co. (Firm Reg. No. 152428W) on 30^th June, 2022 have shown their Ineligibility to act as a Statutory Auditors of the Company w.e.f. financial year 2022-23, As in terms of the Provisions of Section 139(2) of the terms Act, 2013 and rules made in this behalf, M/s. Divya M & Co. has completed maximum terms of ten years as prescribed under the Companies Act, 2013 to act as a Statutory Auditors along with tenure served by M/s. M.S. Jhanwar & Co., have resigned as Statutory of the company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). thereafter, M/s. A. K. Yadav & Associates, Chartered Accountants (FRN No. 141357W) have been appointed as statutory auditors of the Company. Since M/s. A. K. Yadav & Associates do not hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Accordingly, We M/s. Ramanand & Associates, Chartered Accountants (Firm Registration Number: 117776W) have been appointed as statutory auditors of the Company for a period of five years from financial year 2022 -2023 to financial year 2026 - 2027.

xvii. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is 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;

xviii. (a) As per the information and explanation given to us and based on examination of records of the company, Schedule VII to the Companies Act is not applicable to the Company.

(b) As per the information and explanation given to us and based on examination of records of the company, subsection (5) and sub-section (6) of section 135 of the Companies Act are not applicable to the Company.

xix. There have not been any qualifications or adverse remarks.

For M/s. Ramanand & Associates

Chartered Accountants

FRN No. 117776W

Sd/-

Ramanand Gupta

Partner

M no. 103975

UDIN: 24103975BKAHXE5226

Place: Mumbai

Date: 08.05.2024