We have audited the accompanying standalone financial
statements of Intec Capital Limited (the “Company”),
which comprise the Standalone Balance Sheet as at 31
March, 2024, and the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Changes in Equity and the
Standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements
including a summary of the material accounting policies
and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, except
for the effects of the matter described in the Basis for
Qualified Opinion section of our report, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (the ‘Act') and the directions and
guidelines issued by Reserve Bank of India as applicable
to Non-Systemically Important Non-Deposit taking Non
Banking Financial Company (‘NBFC Regulations'), in
the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31 March, 2024 and its Loss (including Other
Comprehensive Income), its changes in equity and its
cash flows for the year ended on that date.

Basis for Qualified Opinion

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

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

Material Uncertainty Related to Going Concern

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

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

Key Audit Matter

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

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

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

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

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

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

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

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

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Board of Directors is responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

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

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

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

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

- Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

- Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company
has adequate internal financial controls system in
place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

- Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

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

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

Materiality is the magnitude of misstatements in the
consolidated financial statements that, individually or in
aggregate, makes it probable that the economic decisions
of a reasonably knowledgeable user of the consolidated
financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any identified
misstatements in the consolidated financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by ‘the Companies (Auditor's Report) Order,
2020' (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure-‘A’, a statement on the
matters specified in paragraph 3 and 4 of the Order.

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

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

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

c. the Standalone Balance Sheet, the Standalone
Statement of Profit and Loss, the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash Flows dealt with by this Report
are in agreement with the books of account.

d. in our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards

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

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

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

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

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

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

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

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

iv. (a) The Management has represented that,

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

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

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

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

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

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

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

For S. P. Chopra & Co.

Chartered Accountants
Firm Regn. No. 000346N

(Gautam Bhutani)

Partner
M. No. 524485
UDIN:

Place : New Delhi
Dated: 21 June, 2024