We have audited the accompanying Ind AS Financial Statements of Apex Capital and Finance Limited having
its Registered Office at Flat No. F, 8th Floor, Hansalaya Building, Connaught Place, New Delhi-110001 (“the
Company”), (PAN-AAACA0209L), (CIN-L65910DL1985PLC021241) which comprise the Balance Sheet as at
March 31, 2024, the Statement of Profit and Loss, including the statement of other Comprehensive income,
the Cash Flow statement and the statement of changes in Equity for the year ended on that date, and notes to
the Ind AS financial statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to 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 as amended (‘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 March 31, 2024, its profit including other
comprehensive income , its cash flows and the changes in equity for the year ended on that date.

Basis for opinion

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

Key Audit Matters

Key audit matters (‘KAM') are those matters that, in our professional judgment, were of most significance in our
audit of the Ind AS financial statements of the current period. These matters were addressed in the context of
our audit of the Ind AS financial statements, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the matters described below to be the key audit
matters to be communicated in our report.

We have determined the matters described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the
standalone Ind As financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of the
risks of material misstatement of the Ind AS financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying Ind AS financial statements.

Information other than the Financial Statements and Auditor’s Report thereon

The Company's management and the Board of Directors are responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include the standalone
financial statements and our auditor's report thereon. The Annual Report is expected to be made available to
us after the date of this auditor's report.

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

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

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance. We have nothing to report in this regard.

Management’s Responsibility for the IND AS Financial Statements

The Company's board of directors are 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 and cash flows 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 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.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor’s responsibilities for the audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS
financial statements.

As part of an audit in accordance with SAs, specified under section 143(10) of the Act we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS 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 Ind AS 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 Ind AS financial statements, including
the disclosures, and whether the Ind AS financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial statements of the Company to
express an opinion on the financial statements.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the Ind AS 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 in terms of sub-Section (11) of Section 143 of the Act, we give in “Annexure A” a statement on
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 purpose 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, and the Cash Flow Statement dealt with by
this Report are in agreement with the books of account.

d) in our opinion, the aforesaid Ind AS financial statement comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.

e) Based on written representations received from the directors as on March 31, 2024, and 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 of 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) with respect to the other matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014 in our opinion and to the best of our
information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial
position.

(ii) The Company does not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

(iii) There were no amounts which were 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
securities premium or any other sources or kind of funds) by the Company to or in any
person or entity, including foreign entities (‘the 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 (‘the 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 (‘the 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; and

c. ) Based on such audit procedures performed as considered reasonable and appropriate
in the circumstances, nothing has come to our attention that causes us to believe that
the management representations under sub-clauses (a) and (b) above contain any
material misstatement.

(v) The Company has not declared any dividend during the year ended 31^st March 2024
hence no comments required in respect of compliance of provisions of section 123 of the
Act.

As required by section 197(16) of the Act based on our audit, we report that the Company has not paid any
remuneration to its directors during the year hence no comments required for compliance with the provisions
of and limits laid down under section 197 read with Schedule V to the Act.

Based on our examination which included test checks, the Company has used accounting software for
maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the accounting software except for
modifications, if any, made by certain users with specific access in five applications and for direct database
changes for all the accounting software. During the course of performing our procedures, except for the
aforesaid instances of audit trail not maintained where the question of our commenting on whether the audit
trail has been tampered with does not arise. Further, during our audit we did not come across any instance of
audit trail feature being tampered with in respect of other accounting software where audit trail was enabled.

For Mahesh Kumar & Company
Chartered Accountants
FRN - 09660N

(CA Mahesh Kumar)

(Proprietor)

Membership No. - 088236
U DIN-24088236BKABPQ4799

Place: New Delhi
Date: 14^th May, 2024