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 of
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 Intec
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
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 Company’s
Affairs:

Highlights of the Company’s 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)

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 and
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 Company's
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 Company's website at https://
www.inteccapital.com/investors/subsidiary-financials/.

The Company's 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 Company's
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:

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 the
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 the
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 the
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:

As on March 31, 2024, the Company had following Key
Managerial Personnel (KMP's) 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:

Declaration by inaepenaent 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:

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, positive
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 Company's
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 Company's Code of
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
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
Company's 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 sufficient care for the
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 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 the
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 Company's 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
Company's 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 Company's
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 Director's 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
Company's 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 Company's 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 Company's 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 RBI's 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 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
Parent Company in these consolidated financial results.

Board’s reply:

The Company is in the talks / discussion with banks for
restructuring / one time settlement. In the earlier year
also, OTS's 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.

Board’s 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'

Board’s 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.

Board’s Reply: The comment is self-explanatory.

4. The ‘Certified True Copy' of the Resolutions filed in
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.

Board’s Reply:

In the Board’s 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:

Board’s 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. It
is suggested to the Company to file such Forms/
Returns within the due dates as prescribed under
the provisions of the Reserve Bank of India Act, 1934
and rules framed thereunder

Board’s 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.

Board’s 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.

Board’s 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.

Board’s 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,
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¬
availability of Chief Financial Officer of the Company,
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 arm's 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 Company's

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 the
Company's 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 Company's
website at https://www.inteccapital.com/wp-content/
uploads/2023/10/Newspaper-IntimationJEPF.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 Company's 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.
The number of complaints received, disposed off
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