We have audited the accompanying financial statements of ASIA CAPITAL LIMITED ("the Company”),
which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and a summary of the significant accounting policies and other explanatory information (herein
referred to as "the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
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 accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March 2024, and profit (including other
comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

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

The Company's management and Board of Directors are responsible for the other information. The other
information comprises of the information included in the Company's annual report, but does not include the
financial statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or appears to be material misstatement.

If based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate implementation and
maintenance of 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 financial statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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 also responsible for overseeing the company's financial reporting process
Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in

The aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether
the Company has in place an adequate internal financial controls system over financial reporting and
the 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 ability of the Company to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the 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 financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

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 financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

A. 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,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account

d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
Annexure B. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's 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), we report that 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; and

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, 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 litigations which would impact its financial position
and its financial statements as of March 31, 2024.

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

iii. There have been delay in transferring amounts, required to be transferred, to the Invest or
Education and Protection Fund by the Company.

iv. (a) Management has represented to us that, to the best of its knowledge and belief, no

funds (which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign entity
('Intermediaries'), with the understanding, whether recorded in writing or otherwise, hat
the Intermediary shall, whether directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company ('Ultimate
Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(b) 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 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;

(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-clauses (i) and (ii) of rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final
dividend for the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023 .The Company has not used accounting software for maintaining
its books of account, which have a feature of recording audit trail (edit log) facility.

For Shankarlal Jain & Associates LLP

Chartered Accountants

Firm Registration No. 109901W/W100082

Sd/-

Satish Jain
Partner

Membership No. 048874
UDIN : 24048874BKAPIO1712

Mumbai; May 27, 2024