We have audited the accompanying Ind AS Standalone Financial Statements of OCTAL CREDIT
CAPITAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year then ended, and notes to the Ind AS financial
statements including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as "Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Ind AS 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 inconformity with the accounting
principles generally accepted in India including the Indian Accounting Standards ("Ind AS")
prescribed under section 133 of the Act, of the state of affairs of the Company as at March 31, 2024, its
Profits (including other comprehensive income), changes in equity and its cash flows for the year
ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143
(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in
the auditor's responsibilities for the audit of the Standalone 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 opinion on the Ind AS financial statements.

Key Audit Matters

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

Other Information

The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board's Report
including Annexures to Board's Report, Report on Corporate Governance but does not include the
Ind AS financial statements and our auditor's report thereon. The above mentioned other information
are expected to be made available to us after the date of this auditor's report.

Our opinion on the Ind AS financial statements does not cover the other information and accordingly,
we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS 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 Ind AS financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged with governance.

Management's responsibility 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 Ind AS 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 Ind AS prescribed under section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended. 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 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 Ind AS financial
statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the Ind AS financial statements, management 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 management 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 Ind AS 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.

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 section 143(11) of the Act, we report in "Annexure
A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

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 it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the 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 Ind AS
prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the board of directors, none of the directors is disqualified as on March 31,
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".

(g) In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the year under report is in
accordance with the provisions of Section 197 of the Act read with Schedule V to the Act.

3. 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
Standalone Financial Statements;

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

iii. There has been no delay in transferring amounts, 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 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;

(b) The management has represented that, to the best of its knowledge and belief, 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;

(c) Based on the audit procedures that are 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. The Company has not declared nor paid any dividend during the year. Hence,
reporting the compliance with section 123 of the Act is not applicable.

vi. Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account 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. Further, during the course of our
audit we did not come across any instance of audit trail feature being tampered with.

Place:- 5 & 6, Fancy Lane 3^rd Floor, For VASUDEO & ASSOCIATES

Room No. 9, Kolkata- 700 001 Chartered Accountants

Dated: The 29^th Day of May, 2024 CA Saurabh Modi

(Partner)

UDIN-24303815BKBIBW5257 Membership. No. 303815

Firm Reg No. 319299E