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Tarai & Co. Cx Charted Accountant Independent Auditor's Report To the Members of M/s. Zerodha Capital Private Limited Report on the standalone Financial Statements | have audited the accompanying Standalone financial statements of M/s. Zerodha Capital Private Limited which comprises the Balance Sheet as at 31" March, 2023, the Statement of Profit and Loss for the year the ended 31 March, 2023 and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, In my opinion and to the best of my information and according to the explanations given to me, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31% March, 2023, and profit for the year ended on that date ion Basis for Opi ‘conducted my audit in accordance with the Standards on Auditing (SAs) specified under sectian 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report. Lam indepersiert 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 my audit of the financial statements Under the provisions of the Companies Act, 2013 and the Rules thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. | believe that the audit evidence | have obtained is sufficient and appropriate to provide a basis for my opinion Key Audit Matters Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the financial statements of the current period. These matters were addressed in the context of ‘my audit of the financial statements as a whole, and in forming my opinion thereon, and | do not provide separate opinion on these matters. During the year the company has not cartied any business Reporting of Key Audit Matters as per SA 701, Key Audit Matter are not applicable to the company as itis an unlisted company. Information Other than the Standalone Financial Statements and Auditor's Report Thereon 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 ‘No: 12/3, 32D FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP To. KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bijayaktarsig@Gmail.Com| M #91 63635 90420 Tarai & Co, “Wn Charted Accountant ‘Annexure to the Board's Report, Business Responsibility Report, Corporate Governance and Shareholders’ Information, but does not include the standalone financial statements and my auditor's report thereon. My opinion on the standalone financial statements does not cover the other information and | do not express any form of assurance conclusion thereon In connection with my audit of the standalone financial statements, my responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the standalone financial statement, or my knowledge obtained during the course of my audit or otherwise appears to be materially misstated. Hf, based on the work I have performed, | conclude that there is a material misstatement of this other information; !am required to report that fact. | have nothing to report in this regard. Responsibility of Management for the Standalone Financial Statements ‘The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act"} with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibilty 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 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 Boing 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 My 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 my 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 ‘No: 12/3, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, WV PURAM, NEAR LALBAGH WESTGATE, OPP TO. KAVER! PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bjayahtarai@Gmeil.Com| M: +91 63635 90420 Tarai & Co. ( / \ Charted Accountant 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, | exercise professional judgment and maintain professional skepticism throughout the audit. | 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 my 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. li, Obtain an understanding of internal control 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 the effectiveness of the entity’s internal control. ili Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. iv. 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 ‘oF conditions that may cast significant doubt on the Company's ability to continue as a going concer. If | conclude that a material uncertainty exists, | am required to draw attention in my auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Company to ease Lo continue as a going concern v. 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 ina manner that achieves fair presentation. | 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 | identify during my audit, | also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and 29 other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, | determine those matters that were of most significance in the audit ol the financial statements of the current period and are therefore the key audit matters. | describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, | determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. No: 12/3, 3RD FLOOR, SRI SATHYA SAI KRUPA, VAN! VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO. KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Biayaktarai@GmaiCom | M: +94 53635 90820 Tarai & Co. Y Charted Accountant Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor’s Report) Order, 2016 (“the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, | give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. AAs required by Section 143(3) of the Act, | report that: a) | have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit. b)_ In my opinion, proper books of account as required by law have been kept by the company so far as appears from my examination of those books. ©) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account, 4d} In my 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, 2} On the basis of the written representations received from the directors as on1st April, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2} of the Act. {} With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls: The Same is not Applicable 2) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 1 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me’ i, The Company has disclosed the impact of pending litigations on its financial position in its financial statements ~ Not Applicable. ji, The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Not Applicable ii, There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company wv, a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either No: 12/3, SRO FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, WW PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUD), BENGALURU, KARNATAKA, 560004 Email ld: Bjayaktaraig@Gmail Com | M’ +84 53635 90820 Tarai & Co, Charted Accountant 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 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, other than as disclosed in the notes to the accounts, no funds 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 an behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and J] Based on audit procedures which We have considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement V. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 af the Companies Act, 2013 For Tarai & Co Chartered Accountant FR No. 0221665, Bijaya Kumar Tarat Proprietor MNo.: 254032 Place: Bangalore Date: 30/06/2023 UDIN: 23254032BGUBFK9291 No: 1218, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Ema! Id: Bljayaktarai@Gmail,Com| tt +91 63635 90420 A Tarai & Co. Charted Accountant ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF M/s. ZERODHA CAPITAL PRIVATE LIMITED Clause Sub Whether the company is maintaining proper records showing full particulars, including, quantitative details. and situation of Property, Plant and Equipment (a) (8) {c) Whether the company is maintaining proper records showing full particulars of intangible assets; Whether these Property, Plant and Equipment have bee by intervals; the management at reasonable whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account; Whether the title deeds of all the (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed immovable properties in the financial statements are held in the name of the company; physically verified | | The Company has maintained proper | records showing full particulars, including quantitative details and situation of Property plant and of equipment. As per the explanation given to me and based on the audit verification done by me, the company maintaining proper | records, showing full particulars of Information and is intangible asset. ‘As per the Information and | explanation given to me and based on | | the audit verification done by me the | Property, Plant and Equipment have | been physically verified by the | | management at reasonable intervals; No any material discrepancies were noticed on such verification. | [As per the information and | explanation given to me and based on the audit verification done by me the company does not posses any Immovable properties in the name of | the company , $0 this clause will not | be applicable to the company ‘No: 4213, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO. KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bijayaktarai@Gmail,Comn | it:+94 63635 90420 Tarai & Co, Charted Accountant @ | (Prohibition) Act, 1988 (45 of 1988) and Whether the company has revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or | both during the year and, ifs0, whether | company has not revalued its the revaluation fs based on the valuation | Property, Plant and Equipment by a Registered Valour; specify the | (including Right of Use assets) or amount of change, if change is 10% or ‘more in the aggregate of the net carrying value of each class of Property, Plant and | Equipment or intangible assets, Whether any proceedings have been initiated or are pending against the company for holding any benami property | under the Benami Transactions rules made thereunder, As per the Information and | explanation given to me and based on the audit verification done by me the intangible assets or both during the year. ‘As per the Information and | explanation given to me and based on the audit verification done by me. No | proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) | Act, 1988 (45 of 1988) and rules made thereunder. Hence this clause will not be applicable to the company | verification Whether physical verification of inventory has been conducted at reasonable intervals. by the management and whether, in the opinion of the auditor, the coverage and procedure of such by the management is | appropriate; whether any discrepancies of 10% or more in the aggregate for each class of inventory were noticed and if so, | whether they have been properly dealt with in the books of account; The Company is in to the business of lending Money, hence the Company does not possess any inventory during | the year, so this clause will not be | applicable to the company, No: 12/3, 8D FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 650004 Email: Bijayaktarai@Gmail,Com | M: +91 62635 90420 Tarai & Co. Charted Accountant (o) Whether during any point of time of the year, the company has been sanctioned working capital limits in excess of five | Crore rupees, in aggregate, from banks or | financial institutions on the basis of security of current assets, whether the quarterly returns or statements filed by the company with such banks or financial | institutions are in agreement with the | books of account of the Company, if not, | give details; Whether during the year the company has made investments in, provided any | guarantee or security or granted any loans for advances in the nature of loans, secured or unsecured, to companies, | firms, Limited Liability Partnerships or any other parties i In my Opinion and the explanation provided by the management, the company has not be sanctioned the ‘working capital limits from the bank or financial institutions, hence the said clause will not be applicable to the company As per the Information and explanation given to me and based on the audit verification done by me, the company has granted advances in nature of loan, both | other loans or secured or parties unsecured, 16 (a) (b) ce Whether during the year the company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity {not | applicable to companies. whose principal | business is to give loans), Whether the investments made, | guarantees provided, security given and the terms and conditions of the grant of | all loans and advances in the nature of loans and guarantees provided are not prejudicial to the company's interest; In respect of loans and advances in the nature of loans, whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular; The Company is in to the business of lending Money, so this clause will not | be applicable to the company tn my Opinion and the explanation | provided by the management, The loans and advances granted by the company are not prejudicial to the interest of the company. As per the Information and explanation given to me and based on ‘the audit verification done by me , in respect of loans and advances in the | nature of loans, the schedule of ‘No: 12/5, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAW, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bijayaktarai@Gma.Com | M: 484 63635 90420 Tarai & Co. Charted Accountant o (ea amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest; Whether any loan or advance in the nature of loan granted which has fallen extended or fresh loans granted to settle the over dues of existing loans given to the same parties, if so, specify the aggregate amount of such dues renewed or extended or settled by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year [not applicable to companies whose principal business is to give loans]; "| Whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment, if so, specify the aggregate amount, percentage thereof to the total loans granted, aggregate amount of loans granted to Promoters, related parties as defined in clause ‘the amount is overdue, state the total | Aue during the year, has been renewed or | repayment of principal and payment | of interest has been stipulated and the repayments or receipts are regularly except in the case of assets classified as Non-Performing Assets, per the Information and | | explanation given to me and based on | [As the audit verification done by me | loans or advances of Rs 9,61,90,472, where either interest amount or the principal is due more than ninety days » the company has taken reasonable | steps for recovery of the principal and | interest | The Company is in to the business of lending Money, s0 this clause will not be applicable to the company as por and | | explanation given to me and based on the audit verification done by me, the | company has not granted any loans or advances in the nature of loans either | | repayable on demand or without specifying any terms or period of | repayment, aggregate amount of loans granted to Promoters, related parties as defined in clause the Information No: 12, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bijayaktarai@mai.Com | i: +91 63635 90420 respect of loans, investments, guarantees, and security, whether provisions of sections 185 and 186 of the Companies Act have been complied with In respect of deposits accepted by the company or amounts which are deemed to be deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other of the Companies Act and the rules made thereunder, where applicable, have been complied with relevant provisions ‘Whether maintenance of cost records has been specified by the Central Government under subsection (1) of section 148 of the Companies Act and whether such accounts and records have been so made and maintained Whether the company is regular depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value | added tax, cess and any other statutory dues to the appropriate authorities Tarai & Co. Charted Accountant In my Opinion and the information | and explanation provided, the | company has compiled with Section 185 & 186 of the companies act of 2013 with respect to the loans and | advances provided by the company | | during the year. ' ln my Opinion and the information and explanation provided the company has not accepted the deposits or there are no amounts in | the company which is deemed to b | deposits during the year hence the said clause will not be applicable ‘The entity is not in a manufacturing sector, hence the said clause is not | applicable | The Company is generally regular in | | depositing undisputed statutory dues | including GST, Cess and other statutory dues with the appropriate | authorities to the extent applicable to | it. | There are no undisputed amounts payable in respect of income tax which | | have remained outstanding as. at March 31, 2022 for a period of more than 6 months from the date they | became payable. | No; 12, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VW PURAM, NEAR LALBAGH WESTGATE, OFP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 860004 Email I: Bijayaktarai@Gmall.Gom | hs +91 63635 90420 Tarai & Co. Charted Accountant According to the information and | have and f (b) | Where statutory dues referred to in sub- clause (a) have not been deposited on | explanations given to me, there are no | account of any dispute, then the amounts | any statutory dues referred in sub involved and the forum where dispute is | clause (a) which have not been | pending shall be mentioned | deposited on account of any dispute ic | Whether anywansaciont not recorded According to the formation and the books of account have been | explanations given tome, there are no surrendered or disclosed as income | any transaction that not recorded in during the year in the tax assessments | the books of account which under the Income Tax Act, 1961 (43 of | been surrendered or disclosed as 1961), if so, whether the previously | income during the year in the tax unrecorded income has been properly , assessments under the Income Tax recorded in the books of account during | Act, 1961 (43 of 1961) the year ios cal Whether the company has defaulted in | According to the information and’ Fepayment of loans or other borrowings | explanations given to me and in my | } | oF in the payment of interest thereon to | opinion the company has not been | | | | any lender | defauted in repayment of loans or | i | other borrowings or in the payment of | interest thereon to any lender. | (0) | Whether the company isa declared wilful Based on the information defaulter by any bank or financial | explanation provided by the company | institution or other lender; | to me and in my opinion the company | is not declared as a wilful defaulter by Bank oF Financial institution {c) | Whether term loans were applied for the | in my opinion and according to the Purpose for which the loans were | information and explanations given to obtained; me, the company has not taken any | | ‘term loan during the year , hence this | | clause will not be applicable to the | ' company. | | (d) | Whether funds raised on short term basis | in my opinion and according to the | have been utilized forlong term purposes, | information and explanations given, funds raised on short term basis have No: 12, 3RO FLOOR, SRI SATHYA SA KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 860004 Enail il: Bijayaktarai@GmaiLCom | Mi +91 63635 90420 Tarai & Co. Charted Accountant [not been utilized for long teem | Purposes, ro) Whether the company, has taken any | in my opinion and according to the | | funds from any entity or person on | information and explanations given, | j account of or to meet the obligations of its | the company does not have any | subsidiaries, associates or joint ventures | subsidiaries, associates or joint ventures, hence this clause will not be | applicable to the company. (| Whether the company has raised loans |in my opinion and ‘according to the | during the year on the pledge of securities | information and explanations given, held in its subsidiaries, joint ventures or | the company does not have any associate companies, subsidiaries, associates or joint ventures, hence this clause will not be applicable to the company. hie. (2) | Whether moneys raised by way of initial | According to the information and | public offer or further public offer explanations given to me, the | (including debt instruments) during the | company has not raised by way by way | | year were applied for the purposes for | of initial public offer or further public | which those are raised, if not, the details | offer (including debt instruments) together with delays or default and | during the year | subsequent rectification (0) [Whether the company has made any| The company has allotted preferential allotment or private | Compulsorily Convertible Preference placement of shares or convertible | shares through Preferential allotment debentures (fully, partially or optionally | on private placement basis and | Convertible) during the year and if so, | requirement on section 42 and section | | whether the requirements of section 42 | 62 of the Companies Act, 2013 have | | and section 62 of the Companies Act, 2013 | been complied with and the funds | have been complied with and the funds | raised have been used for the raised have been used for the purposes | purposes for which the funds were | for which the funds were raised raised, nn. [a Whether any fraud — on the information and | fraud on the company has been noticed or | explanation provided by the company i reported during the year, if yes, the | to me, there are no case of fraud by [the company or any fraud on the | ‘No: 12/8, RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Ema Mf: Bijayaktarai@Gmail Com | 63635 99420 “91 “nature and the amount involved is to be | indicated; (b) 2, I | | | | ) | (a) Whether any report under sub-section | (12) of section 143 of the Companies Act | has been filed by the auditors in Form | ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, | 2014 with the Central Government; | whistle-blower complaints, if received during the year by the company; any, Whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability; | (Whether the Nidhi Company ‘maintaining ten per cent. unencumbered the Nidhi ity; is term deposits as specified Rules, 2014 to meet out the lial Whether there has been any default in | payment of interest on deposits or repayment thereof for any period and if 50, the details thereof; During the year no report under sub Whether the auditor has considered | As auditor, 1 did not receive any | applicable to the company Tarai & Co. Charted Accountant ‘Company during the year, Hence this | clause will not be applicable to the company, section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central | Government. Hence this clause will not be applicable to the company, whistle-blower complaint during the year. Hence the said clause is not applicable to the company The company is not a Nidhi Company. Hence the said provisions are not The company is not a Nidhi Company, Hence the sald provisions are not | applicable to the company The company is not a Nidhi Company. | Hence the said provisions are not | applicable to the company Whether all transactions with the related parties are in compliance with sections | 177 and 188 of Companies Act where applicable and the details have been disclosed in the financial statements. information and | me As per the explanations received to transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable, and the details have been disclosed in the financial statements, etc., as required by the applicable , accounting standards all No; 1213, 3RD FLOOR, SR SATHYA SAI KRUPA, VANI VILASH ROAD, VW PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email Id: Bijayaktaraig@Gmal. Con | Mi +94 63635 90420 14, 16. (a audit system commensurate with the size and nature of its business (b) | Whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor; Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act have been complied with; Whether the company is required to be registered under section 45-1A of the Reserve Bank of India Act, 1934 (2 of 1934) b) Whether the company has conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India ‘Act, 1934; whether the company is a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, if so, whether it continues to fulfil the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfil such criteria Whether the company has an internal | Tarai & Co. Charted Accountant As per the information and explanations received to me , the company has internal audit system commensurate with the size and nature of its business The reports of the internal Auditors for the period under audit were considered by the statutory auditor. | The Company has not entered into any | non-cash transactions with directors | or persons connected with him for the year, hence the clause are not | applicable to the Company are In my opinion and the information , explanation given to me by the | the obtained registration under section | 45-1A of the Reserve Bank of india Act,1934 | management company has the company has obtained registration under section 45-18 of the | Reserve Bank of India Act,1934. ‘The Company is not a Core Investment | Company (CIC) as defined in the regulations made by the Reserve Bank The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank | of India, this Disclosure | | requirement will not be applicable to the company. Hence No: 1218, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email ld: Bijayaktarai@Gmail Com | M +94 63635 90820 Tarai & Co. Charted Accountant whether the Group has more than one CIC as part of the Group, if yes, indicate the number of CICs which are part of the Group; | ‘AS per information and explanation given to me and based on verification done by me, the group does not have any CIC as part of the Group. Hence | this clause of the order is not applicable. | 17 j 9. 20. | (a) Whether the company has incurred cash losses in the financial year and in the immediately preceding financial year, if 50, state the amount of cash losses; Whether there has been any resignation | of the statutory auditors during the year, if 50, whether the auditor has taken into consideration the issues, objections or ‘concerns raised by the outgoing auditors; On the basis of the financial ratios, ageing | and expected dates of realisation of | financial assets and payment of financial | liabilities, other information accompanying the financial statements, the auditor's knowledge of the Board of Directors and management plans, whether the auditor is of the opinion that | no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. Whether, in respect of other than ongoing projects, the company has transferred unspent amount to a Fund specified in Schedule Vil to the Companies Act within There has been no resignation of the The company has not feared cash loss in current financial year as well in immediately preceding Financial year, Hence applicable to the company, the said clauses won't be previous statutory auditors during the year, Hence the said clauses won't be applicable to the company, On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and | payment of financial liabilities, other information accompanying the financial statements, the auditor's | knowledge of the Board of Directors and management plans, | am of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date; ere is no liability on the company under the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, Hence No: 12/3, 3RO FLOOR, SRI SATHYA SA! KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP 10 KAVERI PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 560004 Email ld: Bijayaktarai@Gmail Com tt: #91 153635 90420 Tarai & Co. Charted Accountant @ period of six months of the expiry of the | the Provisions of the said clause will financial year in compliance with second | not applicable to the company proviso to sub-section (5) of section 135 of the said Act; | Whether any amount remaining unspent | There is no liability on the company | Under sub-section (5) of section 135 of the | under the provisions of section 135 of Companies Act, pursuant to any ongoing | the Companies Act, 2013 relating to Project, has been transferred to special | Corporate Social Responsibility, Hence account in compliance with the provision | the Provisions of the said clause will of sub-section (6) of section 135 of the | not applicable to the company j said Act; a Whether there have been any| The Company has not made any Gualifcations or adverse remarks by the | investments which compels the | Tespective auditors in the Companies | company to prepare the consolidated (Auditor's Report) Order (CARO} reports | financial statements during the year, | of the companies included in the | Hence this disclosure requirement wil | Consolidated financial statements, if yes, | not be applicable tothe company | | indicate the details of the companies | the paragraph numbers of the CARO report containing the qualifications or adverse remarks. | For Tarai & Co Chartered Accountant FR No. 0221665 hae Bijaya Kumar Tarai Proprietor MNo.: 254032 Place: Bangalore Date: 30/06/2023, UDIN: 232540328GUBFK9291 ‘No: 1213, 3RD FLOOR, SRI SATHYA SAI KRUPA, VANI VILASH ROAD, VV PURAM, NEAR LALBAGH WESTGATE, OPP TO KAVER PETROL BUNK, BASAVANAGUDI, BENGALURU, KARNATAKA, 580004 Cait: Bljayaktarai@Gmall,Com M: +91 63635 90420 "ZERODIA CAPITAL PRIVATE LIMITED ‘IN; Us7200KAz014PTCO76s3, BALANCE SHEET AS AT 3181 MARCH, 2023 Particulars | €QUITY AND LIABILITIES (2) Sboreholder’s Funds Amount in R ‘March asses 02) Current assets (0) Share Capt sass oises (o) Reserves and Surplus 3 6689.77 345i 26 (2) Non Current Assets (o} Long Tem Borrowings 1,000.00 (ch Detered Tx Lai Net 5 187 056 (2) currencies (a Trade Payables 6 a2 {b) Shor Ter Provisions 7 23.00 (clother Cument abl a urs — otal a v9.5 | (2) Nom current Assets (a} Property, Plant & Eauioment ad intangible Assets 9 {i Property, Plant & Equipment 3 126 {ita asses ° 2988 a (b) Lon term loans and avances ~finaning atity 10 954 soias {a short-tem Loans and advances ~ financing aetity a 93820 3.27580 {b) Cast and cash equivalents 2 659.13 26798 2 07 164 Total - Baa0.68 085.93 Significant Accounting Paiies and Notes to Financial Statement Sper our Report of even date For Tarai & Co Chartered Accountant FRNoonees RTE As, Bijaya Kumar Tara Proprietor Mio: 254032. Place Bangalore Date: 30/06/2023 ‘uoin : 232540328GUBFK9291 1 For oF Onbehalt of Board of Director ia eae eee teers es AEN 3 P20. \8 Ay Nitkin Kamath sot onceaias35 bincossbaco jase ect Company stray Hrs £19 SS0 [BERODHN CaPTAL PRIVATE LITE ‘IN: Us7o0KAzoraPTco73653 PROFIT & LOSS STATEMIENT FOR THE YEAR ENDED 31ST MARCH, 2023 Amount iaRs Lakhs __ Amount ns Laie antes Totes 2022.23 ~ 2023.22 eam | Revenue fom operations te 539.6), other Income 15 Total neome (1) W Epense [Employee Benefit Expense 16 28 Finance Cost 7 116 Depreciation and Amortization Expense 8 240 ther Expenses 1B 30.49 Total Expenses ona Profit before excoptional and extraordinary items and ax {V) VL Bxceptional tems Vil Profit before extraordinary items and tax {V -VA) as Extraordinary tems Profit before tax (Vi Vi 38025 K Taxexpense: (0) Current rox 105.02 ze (2) Deferred tox 431 9:9 (2) come Tax Fr Earlier Years (204) 1 profitoss forthe pero from canting operations (HX) 387 - ain) 2X11 Profittoss) rom discontinuing operator Xl Tax Expense of Discoatinuing operations : iW Profit/(Loss} from biscontinuing aperations (after tax) (KiLXM) XV _Profit/(Loss) forthe period {XIXIV) 25197 6.14 XW Caring per equity share: Basie 9 570 in __(2)biuced _ Sigficant Accounting Policies and Notes to Financial Stavoment AS per aur Report of even date For Tarai Co aa ‘Chartered Accountant For or Onbehalt of Board of Director FRNo. 0723665, * = iy Kuma aa Kasionan oa Propet binresez5e5 bin geaaa wns 2082 Draco Pac angtre : Deve 3fa/a003 UDI: 2s40nBcuKG281 sor Metin Company Secretary Mo, [aS TERODWR CAPITAL PRIVATE UTED. ‘av: Usrz00KA2014PrC073653 Cath Flow Statement forthe period March 31,2023, Amountia Rs aks ‘Amount in Lake - Particulars 302.23 - waves [A CASHFLOW FROM OPERATING ACTIVITIES a | Net Profit after Tax aess7 aoa Aciustments fo: Depreciation & Amontsation Expenses 451 240 Firace cost, nas 16 Tax bsaense Provision of neome Tax 1065.02 area Deferred Tax an __aa2e 919 2056 ‘Operating Prof before Working Capital Changes 03.25 ~ wen Adjustments for: Decrease/inrease in Other Curent Assets (3.43) 295 Decroase{inrease in Loans & Advances (2,906.13) (2.99800) Decrease inreasein Trade ReceWable 627 Increas/{Oecrease in Payables (242) (0.86) IncreaseDecrease in Provisions soar 1507 Inrease/Detrease) in Other Curent Usbiltes 033 (3.61.24) _ (027) Casi generated from operations 13.458 58) Income Tax Paid 108 96 Net cash flow rom Operating actutes (3,583.4) 870.0) lb casistow FRom investing acmvimies Purchase of Property Pant and Equipments (0.91) Purchase of intangible Assets (32.70) - ash generated from investonents era] a | Ic casi Low FROM FINANCING ACTIVES Proceed rm alotment of Shares 2996.79 150.09 Proceeds om Long ern Borrowings 2000.00 Payment of interest (as) (2.16) Net Cash used in Flaaneing activites _ 38534 17a Net increase in cash & Cash Equbalents 39119 1a.12208) Cash and Cash equivalents a8 at Begining ofthe Period 26798 129000 Cash and Cash equivalents os at End ofthe Pion ‘cosh Cash Equluatons Cashin Han Cosi at Bank thers Cash & Cash equivalents as stated ‘son 31.03.2023 As on 4.08.2 son 31052022 Asn 41 652.25 257.94 207.90 a7 won 35794 ra For Tarai €o 1 (oth: 25402 qs «VY ERA BANGALORE Proprietor ‘No: 254032 Place Bangalore Date: 30/06/2023 piv: 2325a03206uBFK9201 hot oon (rector tea a (2 (oan of Ica nbd Hinan Det ow: 03142935 bin; 06687440 Directors b gettin Company Secretary Dna f lasse ~. ‘ZERODHA CAPITAL PRIVATE LIMITED ‘Schedule to the Balance Sheet as on 31st March 2023 [as prescribed under Paragraph 19 of Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016}, Amount in Rs Lakhs ABILITIES IDE ‘Amount outstanding _A™@UNt Overdue Loans and advances availed by the non-banking financlal a) Debentures >> Secured >> Unsecured : (other than falling within the meaning of public deposits*) ) Deferred Credits «} Term toans 4) Inter-corporate loans and borrowing @) Commercial Paper : f) Public Deposits* - . 8) Other Loans [Specify Nature} Director Loan 41,000 Please see Note J below Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid) : a) In the form of Unsecured debentures ) In the form of partly secured debentures ie. debentures - ¢} Other public deposits ASSET SIDE : Break-up of Loans and Advances including bills receivables Amount [other than those included in (4) below] a) Secured rerecs17318 b) Unsecured 816 06 Break up of Leased Assets and stock on hire and other assets counting towards AFC activities | Lease assets includling lease rentals under sundry debtors a} Financial lease b) Operating lease li) Stock on hire including hire charges under sundry debtors a) Assets on hire : b) Repossessed Assets iil) Other loans counting towards AFC activities a} Loans where assets have been repossessed b} Loans other than (a) above Break-up of Investments : rent investment: ZERODHA CAPITAL PRIVATE LIMITED Schedule to the Balance Sheet as on 31st March 2023 [as prescribed under Paragraph 19 of Non-Banking Financial Company - Non-Systemically important Non-Deposit Taking Company (Reserve Bank) Directions, 2016] 1) Quoted - - i) Shares (a) Equity - {b) Preference Ii) Debentures and Bonds it) Units of mutual funds iv) Government Securities v)_ Others (Please Specify) 2) Unquoted i) Shares (a) Equity (b) Preference li) Debentures and Bonds ii) Units of mutual funds iv} Government Securities v) Others (Please Specify) ‘Long Term Investments : 1) Quoted Amount Outstanding i) Shares - (a) Equity (b} Preference ii) Debentures and Bonds iii) Units of mutual funds iv) Government Securities vv) Others (Please Specify) 2) Unquoted i) Shares (a) Equity : (b) Preference : ii) Debentures and Bonds iil) Units of mutual funds iv) Government Securities vy} Others (Please Specify) ‘Total Investments Borrower group-wise classification of assets Please see Note 2 below Category ‘Amount Net of Provisions Secured Unsecured Total 2) Related Parties ** a) Subsidiaries b) Companies in the same group Notes : a 2 3) ‘ZERODHA CAPITAL PRIVATE LIMITED Schedule to the Balance Sheet as on 31st March 2023 [as prescribed under Paragraph 19 of Non-Banking Financial Company - Non-Systemically Important Non-Deposit Taking Company (Reserve Bank} Directions, 2016] ¢) Other related parties - : 2)_Other than related parties 6,851.82 807.67 7,659.49 Total 6,851.82 807.67 7,659.49 7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Please see Note 3 below Category ‘Market Value / Book Value (Net Break up or fair of Provisions) value or NAV 1) Related Parties ** a) Subsidiaries : . b) Companies in the same group c) Other related parties 2) Other than related parties ___Total : ** As per Accounting Standard of ICAI (Please see Note 3) Other information Particulars a ‘Amount i) Gross Non-Performing Assets a) Related parties ) Other than related parties 559.51 559.51 ) Net Non-Performing Assets a) Related parties b) Other than related parties 503.56 503.56 ii) Assets acquired in satisfaction of debt ‘As defined in point (xix) of paragraph 3 of Chapter 2 of the Non-Banking Financial Company - Non Systemically Important Non-Deposit Taking Company (Reserve Bank) Directions, 2016, Provisioning norms applicable are as’ prescribed in the Non-Banking Financial Company - Non. Systemically important Non-Deposit Taking Company (Reserve Bank) Directions, 2016. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value: in respect of quoted investments and break up value/fair value/NAV in respect of Unquoted investments are disclosed irrespective of whether they are classified as long term or current in (5) above. ZERODHA CAPITAL PRIVATE LIMITED CIN: U67100KA2014PTCO73653 Notes Forming Integral Part of the financials statements as at 31st March 2023 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES jew: Zerodha Capital Private Limited is a private limited company incorporated on 14 February 2014 under the provisions of the Companies Act, 2013 with Registrar of Companies, Bangalore bearing CIN U67100KA2014PTC073653. Company also holds a certificate of registration from Reserve Bank of india as a non-deposit accepting Non-Banking Financial Company (‘NBFC-ND’) has got classified as a Base Layer Non-Banking Financial Company- vide registration no. 02.00283 dated 01/06/2017. The Activity of company includes providing Finance & is engaged in activities auxiliary to financial intermediation, except insurance and pension funding, 2) Significant accounting policies 2.01 Basis of preparation of financial statements The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in india, (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the Accounting Standards notified under section 133 at the Companies Act, 2013 (‘the Act’), read together with rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and stipulated in the directions issued by Reserve Bank of India (RB!) in its Master Direction- Non-Banking Financial Company —Non- Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 to the extent applicable to the Company. ‘The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are in consistent with those of previous year The financial statements have been prepared based on the going concern concept. All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule I! to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing, and their realization in cash and cash equivalents, Company has ascertained its operating cycle as 12 months for the purpose of current ~non-current classification of assets and liabilities. 2.02, Use of estimates The preparation of financial statements in conformity with Indian Generally Accepted Accounting Policies requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of financial statements and reported amounts of revenue and expenses during the reported period, Although such estimates are made on a reasonable and prudent basis taking into account all available information, actual results could differ from those estimates. 2.03 Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and revenue can be reliably measured. The company follows the accruai system of accounting for its income and expenditure except income on assets classified as. non. performing asset (NPA), which is in accordance with the guidelines issued by the Reserve Bank of India for Non-Banking Finance Companies, is recognised on receipt basis, Income from financing activities is recognized on the basis of internal rate of return on time Proportion basis. All other charges relating to financing activities are recognized on accrual basis, Interest income is recognised on an accrual basis by applying the rate of interest implicit in the loan contract over the contract period, toan Closure charges and other service charges is recognised as per the terms of the contract. Dividend income is recognized when the right to receive the dividend is established, 2.04 Loans & Advances and Provisions thereon Loans and Advances are stated at the amount advanced including finance charges accrued and expenses recoverable, up to the Balance Sheet date as reduced by the amounts received and loans securitized, Non-performing loans are written off/provided for, as per management estimates, subject to the minimum provision required as per Master Direction - Non-Banking Financial Company ~ Non-Systemically Important Non-Deposit taking Company and Deposit taking Company {Reserve Bank) Directions, 2016 as and when amended. Delinquencies on assets securitized/assigned are provided for based on management estimates. Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 Provisioning norms are given below: Gasification of Assets [rite ForGassfieation | _Brovlson Se ‘As per prudential Norms of Jo fee | Ret | | Standard Asset Standard asset shall mean the | 0.25% asset in respect of which, no | | default in repayment of | principal or payment of interest is perceived and which does not disclose any problem or carry more than | j normal-risk attached to the | [business _ Sub-standard asset An asset which has been 10% Classified as non-performing asset for a period not - | exceeding 18 months, i Doubtful asset i ‘An asset which remains a sub- | standard asset for a period exceeding 18 months Secured: Upto 1 Year From 1 to 3 Years Above 3 Years Unsecured Loss Assets | Loss asset shall mean an asset which has been identified as | loss asset by the non-banking i financial company or its | internal or external auditor or | by the Bank during the inspection of the applicable _Lnere | i 2.05 Investments. 'nvestment that are readily realisable and intended to be held for not more than one year from the date in which such Investments are made are classified as current investments. All other investments are classified as long-term investments, Current investments are carried at lowes of cost or fair value, long term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of long- term investments, 2.06 Employee Benefits 2.06.01 Short-term employee benefits: The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised Guring the year when the employees.render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. 2.06.02 Provident fund: Provident Fund Contribution is accounted on actual liability basis and Paid to the Government managed Employees! Provident Fund Organization. PF contribution from Employee and Employer is calculated on the basic salary of the Employee, The treatment for the Provident fund is given as per the Employees Provident Fund and Miscellaneous Provisions Act-1952. 2.06.03 Employees State Insurance: Employees State Insurance premium is paid as per the Act St contribution from Employee and Employer is calculated on the basic salary of the Employee. ‘The treatment for the ESI is given as per the Employees State Insurance Act -1961. 2.06.04 Gratuity: This is a defined benefit plan Gratuity liability is provided based on actuarial valuation using Projected Unit Credit Method. Actuarial Gains and Losses comprising of experience adjustments and the effects of changes in actuarial assumptions, are recognise! immediately in the Profit and Loss Account as income or expenses. 2.07 intangible assets and Amortisation Intangible assets acquired separately are measured on initial recognition at cost, The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred. Intangible assets are amortized on a straight-line basis over the estimated useful economic life. The Company uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use. If the perstasive evidence exists to the affect that useful life of an intangible asset exceeds ten years, the Company amortizes the intangible asset over the best estimate of its useful life. Such intangible assets and intangible assets not yet available for use are tested for impairment annually, either individually or at the cash-generating unit level. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset ray be impaired, The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization year is changed accordingly. if there has been a significant change in the expected pattern of economic benefits from the asset, the amortization method i changed to refiect the changed pattern. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period items and Changes in Accounting Policies Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized 2.08 Expenses The Company provides for all expenses comprising of Employee Benefit Expenses and Other Expenses on accrual basis, 2.09 Cash Flow Statement The cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard 3. The Cash flow from operating, Investing and financing activities of the Company are segregated based on available information, Cash comprises of cash on hand and demand deposits with Banks Cash equivalents are short term balances (with an obligation maturity of three month or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risks of changes in value. 2.10 Borrowing Cost All Borrowing cost are expensed in the period they occur. Borrowing cost consists of interest and other cost that an entity incurs in the connection with the borrowing of the funds Borrowing costs that are attributable to the acquisition or construction of qualifying assets are Capitalized as part of the cost of such assets. All other borrowing costs are charged to revenue. 2.11 Taxes on Income Income Taxes Tax expense comprises of current and deferred tax Current income tax is measured al the amount expected to be paid to the tax authorities in accordance with the Income-Tax Act, 1961 enacted in India, Provision for current lax is made based on the liability computed in accordance with the relevant tax rates and tax laws. Deferred income taxes reflect the impact of current year timing differences between Taxable income and accounting Income originating during the year and reversal of timing differences of earlier years, Deferred tax is measured based on the tax rates and the tax laws enacted o1 substantively enacted at the Balance Sheet date. Deferred tax liabilities are recognised for all the taxable timing differences. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. tn situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainly supported by convincing evidence that they can be realised against future taxable profits 2.12 Operating Leases Leases, where the lessor electively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Lease rentals in respect of assets taken on operating lease are charged to the Statement of Profit and Loss ona straight-line basis over the tease term, The company does not have any lease transaction during the year. 2.13 Asset classification ‘These are classified as standard assets, sub-standard assets, doubtful assets, loss assets in terms of Reserve Bank of India directions as laid down in "Master Direction - Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016" 2.14 Earnings Per share Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net Profit or loss for the period attributable to equity shareholders and the weighted average ‘number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, 2.15 Provisions, Contingent Liabilities and Contingent Assets Provisions involving a substantial degree of estimation in measurement are recognized when ‘there is a present obligation as a result of past events and it is probable that there will be an Outflow or resources. Contingent liabilities are not recognized but are disclosed in the accounts by way of a note. Contingent assets are neither recognized nor disclosed in the financial statements. 2.16 Segment Information The Company operates in a single reportable segment ice. lending activity, which has similar risks and returns for the purpose of reporting under AS-17 Segment Reporting! The Company primarily operates in india and does not have any reportable geographical segment. 2.17 Disclosure in respect of Related Parties/ Related Parties Transaction as prescribed by the accounting Standard 18 issued by ICAI for the year ended 31%" March 2022 is as given below: a) List of Related par [Name i Straddle Capital Private | Shareholder —— | Umited | 2. [Hanan Abdul Delvi_ Director | 3. | Venu MadhaviS | Director ——3._| Venu Madi | 4. _| Within Kamath Director —_5._| Nikhil Kamath =| Dire 6._| Seema Patil Direc ae j 7._| Kailash Nadh _[KMP& Shareholder a + | 8. [Zerodha Broking Limited | Share Holder _ | [~9.~F austin Global Ventures | shareholder - : | | Private Limited 40. | ETS Securities Private | Group Company under common Biomoies / Limited (Formerly | Directors | Zerodha Securities Private i Limited) _ ' 411, | Zerodha Commodities Pvt | Group Company under common Promoters / | ud Directors 12. | Zerodha Technology Pvt | Group Company under common Promoters / | lL td | Directors _ | B Group Company under common Promoters / | 1 Rainmatter Capital Pvt Ltd | Directors (14. | Wksquared Investment | Group Company “under “common Promoters / . Private Limited | Directors 415. | Rainmatter Land | Group Company under common Promoters / Development Private | Directors _| timitea | 16. | True Beacon investment | Group Company under common Promoters / | ___[Advisorsup | Directors 17. | zerodha (FSC) Private | Group Company under common Promoters 4 | Limited Directors | 18. | Zeroaha Trustee Private | Group Company under common Promoters 7| | tinted | Directors | 19. | Zerodha Asset Monagement | Group Company under common Promoters / Private Limited piers 20. | Trustx intemet Private | Group Company under common Promoters / Limited Directors _ 21 Group Company under common Promoters /| Nithin Kamath HUF Directors 22. | Kamath Associates | Group Company under common Promoters / Karnataka Directors _| [3 Sroup Company under” common Promoters /| Directors a Group Company under common Promoters / Rainmatter Foundation _| Directors 25. Group Company under common’ Promoters / Nksquared Reality LLP__| Directors 26. Group Company under common Promoters / Zerodha Cares Directors ||] es Group Company under common Promoters / Vs Directors | 28. | | Group Company under common Promoters / reer es | eea Group Company under common Promoters /| Irae tctnoogyur_ [se 130. | | Group Company under common Promoters / Zerodha Mutual Fund _| Directors . 31. | NK Enterprises Holding | Group Company under common Promoters / Limited Directors a 2 b) Name of the Related Parties with whom transaction were carried out during the year And description of relationship Relationship __[NameofRelated Party ] Enterprises in KIMP/ Relative of KMP| 1. zerodha Broking Limited | exercises significant influence 2.__Zerodha Technology Pyt itd | Key Management Personnel’s | 1 Nikhil Kamath ie a 2._Nithin Kamath ¢) Summary of Transaction with Related Parties during the year. (Amounts in Rs. Lakhs) | Transaction | Name of the | Key © [Relative of | Enterprises in related Party | Management | key | KMP/ Relative of Personnel’s | Management | KMP exercises Personnel’s | significant | - i influence ‘Reimbursement | Zerodha ae 6.76) of Expenses _| Broking Limited Loan taken Nikhil Kamath | _ loanTaken | Nithin Kamath | _| Interest P Interest Paid | Interest Paid | Interest Paid_ - __ |} Issue of Series A | Zerodha 2,996.79 | cces Broking Limited jPurchase of |Zerodha. 15.93 | Services (| Technology Put | Including Taxes) | Utd Purchase of | Zerodha 35.40 Software _( | Technology Pvt Including Taxes) | Ltd | I 4) _Disclosue as per RBI Guidelines rene — eid Pay : Toil arent | Sibsidiaies | aatoctee) | Key Management Tater okay oie (es. per seine Personne, Management Personnel onnesh ventures Por contr — op papa ja pa ter WF or Wr apr la fw orawin PC PE | RIC PIE PEPE] LRRD Wi Bo05s [rac IC] | Sano sstaten ©. [Boronia |i | wi wee TC sooo PwC PEP | Sa sgRepald _— = - | _ Oeposts Rw wie Wwe iL in ait wi wi Piocamen PNP NP WLP WP NP NE Ni wi NL We tot eposts . ET TT TT Si i cm wi aw Pw Purchase [A PML WL] WLP NIC | NY NL Ni 3520 [mi wie PLP. AL of 0 feat sale of PAT PAL [Rae PR PEPE | pac Cn rs nie ie PP feeann [interest Pac ae Pe mR ~ wie Pac Pa ra aa ° 6 Interest ie PE | | wi nie wa wa Pm fw reeened | isueot [Rie PAIL WAL [WEY NCP we wi IER TTR TT 38 | T5000 | sewese | %5 | cons _ _ _ Fembus WE | WEY RIC | ERP wi 76 737 wa Pe ementaf a _ z = | Z [Prorcase [ac Pa [ie Pa PPP Wi BaP wep wp of 3 Series _ 2.18 Exposure to Capital Market (Amounts in Rs. Lakhs) Particulars a Current Year Previous Year direct investment in equity shares, convertible bonds, | - convertible debentures and units of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt; advances against shares / bonds / debentures or other | - securities or on clean basis to individuals for investment in shares including IPOs / ESOPs), convertible bonds, convertible debentures, and units of equity-oriented mutual funds; convertible bonds or convertible debentures or units of equity oriented mutual funds are taken as primary. security; advances for any other purposes where shares or | 6,917.31 3,250.84 advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the primary security other than shares / convertible bonds / convertible debentures / units of equity oriented mutual funds does not fully cover the advances; secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers; loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis for meeting promoter's contribution to the equity of new companies in anticipation of raising resources; bridge loans to companies against expected equity flows / sues; all exposures to Venture Capital Funds (both registered and unregistered) ‘Total Exposure to Capital Market 2.19 Exposure to Real estate 3,250.84 Category a) Residential Mortgages — Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented. Exposure would also include non-fund based (NFB) limits. i) Direct exposure Current Year NIL ba Previous Year b) Commercial Real Estate — Lending secured by mortgages on commercial real estate {office buildings, retail space, multipurpose commercial premises, multifamily residential buildings, multi tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc). Exposure would also include non-fund based (NFB) limits. NIL NIL ¢) Investments in Mortgage-Backed Securities (MBS) and other securitized exposures ~ i. Residential ii, Commercial Real Estate NIL NIL | ii) Indirect Exposure = Fund based and non-fund-based exposures on National | Housing Bank and Housing Finance Companies. NIL NIL Total Exposure to Real Estate Sector NIL Nit __2.20 Sectoral Exposure po sectors nT Curent Year Previous ear | Total Exposure Percentage | Total Exposure | Gross | Percentage of | (includes on of Gross (inctudeson | NPAS(& | Gross ! Balance sheet | Gross | NPAs to total | balance sheet | lak) | NPAs to total and off-balance | NPAS | exposure in | and off- | expesuce in tat | sheet exposure) | (x | thatsector | balance sector | (& lakh) lakh) sheet exposure) | | | fas | ae (lakh) | 1-Agriculture and) NiL Ni | NL NIL NL Ni wi [ Nit (is iL [iia | rvices wi [ne NIL ut TN i. Loan Against 494.40 | 714% 3250.84 | 1274 | 0.30% Shares and Securities ices eae |e | “i Others ee CAT 38.52 | 6.0a% Total of Personal | 7,733.37 559.51 | 7.24% 3,827.25 5126 | 1.34% | Loans _— 7 ee | 5. Others, ifany NIL wit | NIL Wik NIL NIL | [please specify) | i 2.21 During the year the company does not have at 2.22 The company does not have any Unhed on 31/03/2022 2.23 Disclosure of complaints 1. Summary Information on complaints received by of Ombudsman ny intra group exposure. Iged foreign currency exposure as on 31/03/2023 and as y the NBFCs from customers and from the Offices { Sr. Particulars a ae 1 oe — Vcr | | |__| Complaints received by the NBFC from its customers [1 | [ Number of complaints pending at beginning of the year | Nil Nil 2 Number of complaints received during the year \a Nil Number of complaints disposed during the year 1 Nil | 3.1 | Of which, number of complaints rejected by the NBEC | Nil Nil _| Number of complaints pending at th ar_| Nil Nr Maintainable complaints roceived by the NBFC from Office of Ombudsman Number of maintainable complaints feceived by the Nil Nil |__| NBEC from Office of Ombudsman 5.1 | OF 5, number of complaints resolved in favour of the | Nil [Nit j NBEC by Office of Ombudsman | - 5.2 | OF5, number of complaints resolved through Nil Nil | conciliation/mediation/advisories issued by Office of | Ombudsman - | 5.3 | OF 5, number of complaints resolved after passing of | Nil Nit I Awards by Office of Ombudsman against the NBFC | ie Number of Awards unimplemented within the Nit | l | stipulated ne (other than those appealed) . i 2. Top five grounds of complaints received by the NBFCs from customers Grounds of [Number of | Numberof | % increase’ | Number of _| OF 5, number complaints, | complaints | complaints | decrease in | complaints | of (.e.complaint | pending at | received the pending at | complaints srelating to) | the during the | number of pending beginning of | year complaints | the year beyond 30 the year received days over the previous _ year 1 2 3 4 5. 6 ‘Current Year - LRepayment of | Nil 1 NA Nil Nil foan Previous Year a NA Nil Nil [Nil For Tarai & Co Z Chartered Accountant Firm Reg. No.: 0221665 [BPRS > [or [#/(tuezs0nV\ Us sl eancacore ) *) BijayakumarTarai ON Ze Partner QRS \ : Place Bangalore Date: 20 (pG!202> UDIN: 23254032 BGURFK924b vane at Pan Company Seer no Flasco™= ates arming nol Partof he Blanc hoe a at etch 207 wes 2 Shore Capt Amount ines akts Aout Ls RED CAT [00.0900 equity shaves of 07 ee, 200000 200080 cra cco 2 | suo, suascuen a ea ve carat Po the Subscibe of the Meroranduet La.onaao fuer sares of Rea Fly sn ‘0.00 fsa 7e0 company Earle rearnce Share of tech, uy Pada 15620 Como Cometic freeence shares each, Tuy Fab ston [swsrzo2) sane me [eke - as) =e Leeconstiaton of te shares eaten athe bphnig a the nl of the renotng td eh 308 ame . a = a eepiect pend sacnccome| —sonsnaooso} snononnco}senenacaon serge _ . conan [basen s endo Begeal—— Savansozo| sana | supa | sna onesboty comer toons er : the spigot teers suz4gsec] tase] saz] satan [2 eststandiog atthe end ott oS eae 700.00 | “iyse.ze0.00 | iasa0000 | Terma tem aches ey shares ‘Te Coraryhasonlyone 3 of egy shares havin apr veo 10ers Ech he of qty elle to on vote per she Inno fist te Comsary the hls equ Shares wees alo rcv ning st of the Company. Sibu oe Dlr meant The dst wl proportionate nerf cay sae he bythe sarchoes. (corms tact Compton Convert Preference ses ‘Theis stb nite Lo recave sch aovat oto he aston Pras hh hal bse i (9:00 ttt amount tester no Comps aa gen ie, ing bel nk ato th Eves een an [an amount the investor whan reed had ey printed on» Prats Shar the ations Proceeds arb at Sele fon 3 uly Dine asin spect of he stor aes, oF sapped) one Sates sea tated purse ote cameron he tors Ses Prerence shtesin aorsnce wah areca entered in eles rahe Pometere ‘erste compact comerie ato cauy shares oft Comary wii axsnum frie of 2 yes ram he dt of lotr crapen he ert earache peut etered ia betwen he Promoters nhs vntrs. hd e Crean ie ot CPs suet oan armen 3 ‘es of st cain protection prs arin core wa ie Acer entered a betsn the Promaes a the ss (6) eas of starches eiiag more than 5 shares nthe company seme Name of Shareholders | WomieraFEouy 5.0 a a.4798.00 1 aie capa vate Bed oro oa nto tor Fert ys a a Fertaal tca Sone Name Sareolirs [Schlag COS" | Naa of ces ove hrc ets ot Shares hell by Promoters 3 on 3.022022 ‘arco oe arian i epterfaharaklaea enrol te el aTan ae oh bth gland beet une of share te umber an cl haesSoup nr he ei wa aegse omber of Bnue ae ied sng the erie of ty prceing to reporting dat ole earingBenERT ee ive yeas imately receding he dae ast wnh the Satan shew pepe ~saae caf clnsasat Da Sin a os dy Moms oan 30.2022 te Reemeen oon ng stshrs yen steep Pate Une __20ut [Farida 2 fsauton see Ian Dig te yar 98 Datesseo0/073| 2 Jose txtaty ont nrg DMerence se 3s 2 [opening etree Aeot, ose ae) snes Ls thr Awe pu fecameont tea] fo eres tty ta toss i = eee a a | oe ote rads Payable SN [aa | wae | lncspated Out hers st veorta eas |etnorethan yeas 51.05.2025 a2 a» hn tet Se HOI [seas |) unpudConideret Gaot lj unsepted consis Not od ‘Sioa kara anos 254032 ae: su672003 ow 23ese0zaquere78s Notes: 12Shr-e oan end odvnces— nnn cy Ste artis sag [ane foarte [s Undepted omoeed Nat one poe so | unaspuedconncnres oot 180 sos] feat — aaa ssa ots: 12 Gash aa gun, (suns Faia Hos 20n "fea Jsnaomce 2}ank.datence ~ sen ot faa raT an | ee peeeme foretnth_tomee nt 3 fom ret ue ia “ 7 Kes 7. ’ io 250027 ce Gangs ne ajosn0m. ZERODHA CAPITAL PRIVATE LIMITED CIN; Us7i0oKAzoLaPTCU7aEs3 "Notes Forming Part ofthe Profit & Loss Accounts as at 31st March, 2023 Note 14 Revenue From Operation - Amount in Laks Amount in aks Sr.No ails 7 1 202223 i 22 interest income From Lending Sas “wees 3 [Processing Fee 26a otal — ~ —iouar Note: 15 Other income “Amount in tak ‘Amount in aks S.No Patan 2022-23 - 2024-22 7 Feit e income - a "ot Notes: 16 Employee Benefit Expenses Amount in tabs _ Aountin sno] Para woes doar 1] Salary pesos 3 " ae 2employe insurance ou2 3) err Empoyer Contribution a7 Alcrauitytxpenses ef how ~ er ia2e Notes :17 Finance Cost _Amountin Amount inks Sito ~Pariedars 2022: aa 22 1 nirestBxpenses on Unsecured Loan Tom felted Paty — otal - I - - Notes: 18 Other Expenses ta Amour aby Seno] Particulars — ~ 20223 ata da 1 [Annual Fees - 7 0.10 —_ dao] 2 auctor Remuneration 180 | 2 [ean charges : 200 4 |code and Service Tex Expenses au 290 2 payment Gateway Charges, 3.60 9 3. [Professional Fee esr | 4 Pronsion for Standard Assets aay 14a 5 [prowson fr Sub standard assets sisa 253 6 Prawsion for Doubt ul asses (563) a7 7 |inerest provision on NPA 1151 079 8 |rrovsion or toss of Asset ‘a5 154 renal Expenses 2a 2m 10 fro ring Fees 308 at 11 software Licensee fees 1643 os! 12 loans written of fe 13. stamp Paper for toans 287 340 14 other Adminsrative Expenses 033 os Total “ioo.28 TT) For Tarai & Co ‘Chartered accountant F Ro, 0221668 Fo ons of recto remap boallesimice bitay me Ore —— Wed 2 ag Stay Kuma ari iin Ramat Se non Dew Proprietor DIN: 03142945 ee (v: 06687440 M No. 25402 Dike. \ Place Bangalore 3 } Date: 30/06/2023 2 : pin :232540328GUBFK9201 Meta Tan Company Secretary Mn, F}asS0 ZERODHA CAPITAL PRIVATE LIMITED CIN: Us7LoOKAZOL4PrCOTSE53 Notes Forming Part of the Profit & Loss Accounts as at 42st March, 2023, (Notes : 21 Basic Earning Per Share “Amount in Lakhs Amount in Laks Sr.No Paniculars [ 20222 1 [Proft/Loss ettnbutabie to Equity Share Holders a57 2__| weighted average numberof outstanding eauty shares 50.00 (ET Tessicerstave—_ : 5.70 Notes: 2 Diluted Farning Per Shore _ Amountin aks Sr.No. Particulars 202223 1 |ProRiiCois) aebutable to equity share Vole Teo 7 Jacystment for the effets ofall dlutve potential equity sha | _ A [Earning (Dittes) ~ WA 97 ‘ea 1 | Weighted average number of outstanding equity shares 0.00 sooo Eauity shares which would be issued onthe conversion of 11,56,260 Compulsory Convertible Preference Shares of Rs. 10) > leach, into equity shares. (Previously 5,78,130 Compulsory {Convertible Preference Shaves of Rs. 10/- each) | 1155 5.78 Equity shares which would be issued onthe conversion of | 3 |4,32,500 Compulsory Convertibie Preference Shares of Rs. 10/- leach, oto equity shares ised on 38/05/2022 376 8 [ituted Equity hares - a2 a Lt Diated EPS (ATE ~ 151 8} Conversion of 15,88,760 Compulsory Convertible Preference Shares wil be based on the future valuation of the company, 1} The Conversion ratio forthe CCPS shal be 1:1, Le, each CCPS shall onvert into 1 fone) Equity Share. Papen pina Le, \ie Na Bijaya Kumar Tara Proprietor IMino.: 254032 Place Bangalore Date: 30/05/2023, UpIN : 232540328GUBFK9291 beribet Dinector pital PINSta ited 7 / Bul Hanan Del DIN: 06687440 is A Company Seti Henn lasso Sey ey SE A emo nian sea auoyedueg a3eid zeovse ron wt sopuderg ey sew ees =e / ee sesrzzo ona suewunensy pase are ror Ea we ee oo over fro ert ogst 1, seorrg9r ae forer ror sei62 seer are [scorer ocze oor > see wT 87 7 joree locee tot cot rot jesor ooze . ooze ser #0 ca TF ia set \s90 sso ter : 1st seams poy sasnewo9 it I auouidnby pue aes Auadoig z /s0 | ezozyeo/te woreore | ezoreote oz/feo/te| suomea ze0z/vo/%0 | exoz/eore Festal) on uesy | vos uo sy sromued vosenam | uosenam | vosy a Topepardsg SippeT BH TUTTI wewiipibg pue wey fsadosg 9308] sg¢oDLabrozwcorsn :Ni} ‘GaUIAM aLWataa TwildV> sHODEEZ| “yw win Asoamers aya puoksg 308 ‘uy parsisiBios aq 02 124 UoNDeJsNes 10 seBseyd Aue Jo sase> ou sey AuEdwon sy ° Aueduso ays Jo syesse ay2 ysuleBe pareaio aie seBieyd0N “Auedwod yo yonuns ypirA dlysuone|au Aue aney you saop Aueduios au2 ZZOZ YUEN ISTE PUE EZOZ YVEWV ISTE PApUE eA |eDUeUL ays BuUNg “xt -apU2] Jatpo Aue Jo suON|MyNSU! 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