Nam Securities Ltd Auditor Reports

To the Members of Nam Securities Limited,

Report on the Audit of Financial Statements

We have audited the financial statements of Nam Securities Limited ("the Company") having its regd. Office at 213, Arunachal Building,19, Barakhamba Road, New Delhi- 110001, which comprise the Balance Sheet as at 31^st March, 2023, and the Statement of Profit and Loss (including other comprehensive income), statement of changes in equity statement and Statement of Cash Flow for the year ended 31^st March, 2023, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. (Together referred as "financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with accounting principals generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, and profit and other comprehensive income, changes in equity and its cash flows for the for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) Of the Companies Act, 2013. Our responsibility under those SAs are further described in the Auditors Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statement.

Key Audit Matters

Key audit matters are these matter that, in our professional judgment, were of significant in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of financial statements as a whole, an in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In accordance with SA 701

Key Audit Matter	How the matter was addressed in our Audit
IT SYSTEMS AND CONTROLS
The Companys key financial accounting and reporting processes are highly dependent on the information systems including automated controls in implemented in the Information Technology (IT) systems, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records, being materially misstated. We have identified IT systems & controls as Key audit matter, since for the primary business (broking income), the Company relies on automated processes and controls for recording of income.	We have focused on General IT controls i.e. access management, change management and computer operations control and IT application controls on specific system generated reports and system/application processing over key financial accounting, reporting systems and control systems, for recording of income. Our audit procedures to assess the effectiveness of IT system included the following:
	• Performed walkthroughs to evaluate the design and implementation of key automated controls.
	• Involved our IT specialist to test the effectiveness of
	• identified key IT automated controls and IT systems.
	• IT specialist tested relevant key controls operating over IT in relation to financial accounting and reporting systems, including general controls i.e. system access and system change management and computer operations.
	• IT specialists tested design and operating effectiveness of key controls over user access management which includes granting access right, new user creation, removal of user rights and other preventive controls.
	• For a selected group of key controls over financial and reporting system, IT specialists independently performed procedures to determine that these controls remained unchanged during the year or were changed following the standard change management process.
	• Other areas that were independently assessed included password policies, security configurations, system generated reports and system interface controls.
	• Evaluating the design, implementation and operating effectiveness of identified significant accounts related IT automated controls which are relevant for accuracy of system calculation, and consistency of data transmission.

Information other than the Financial statements and Auditors Report thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises of management reports such as Directors report and Corporate Governance report (but does not include the Ind AS Financial Statements and our Auditors Report thereon) which we obtained prior to the date of this Auditors Report and the remaining sections of Annual Report which are expected to be made available to us after that date. The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys Annual Report, but does not include financial statements and our auditors report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other sections of Annual Report (other than those mentioned above) if we conclude that there is a material misstatement therein we are required to communicate the matter to those charged with governance and take necessary actions as applicable under the applicable laws and regulations.

Managements Responsibility for the Financial Statements

The Companys management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (the Act), with respect to preparation of these financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standard specified u/s 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with 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 financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Companys 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 intend to liquidate the Company or to cease operations, or has no realistic alternatives but to do so.

Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 exits. Misstatement can arise from fraud and 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 financial statements.

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

• Identify and assess the risks of material misstatement of the 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 Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements 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 in the financial statements made by management and Board of Director.

• Conclude on the appropriateness of managements and Board of Directors 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 companys ability to continue as a going concern. If we conclude that a material uncertainly exists, we are required to draw attention in our auditors report to the related disclosures in the financial statement 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 auditors report. However, future events or conditions may cause the company to cease to continue as going concern.

• 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 in manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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

As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the Annexure A, a statement on the matters specified in Para(s) 3 & 4 of the Order, to the extent applicable.

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

i. 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;

ii. In our opinion, proper books of accounts as required by law have been kept by Company so far as it appears from our examination of books;

iii. The Balance sheet, Statement of Profit and Loss & Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the aforesaid AS financial statements comply with Accounting Standards specified under section 133 of the Act;

v. On the basis of written representations received from the directors as on 31.03.2023, and taken on record by the Board of Directors, None of the directors are disqualified as on 31.03.2023, from being appointed as a director in terms of section 164(2) of the Act;

vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operation effectiveness of such controls, refer to our separate Report in "Annexure B"; and

vii. With respect to the other matters to be included in the Auditors Report in accordance with the 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:

viii. The Company does not have any pending litigations which would impact its financial positions.

ix. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses to the financial statements.

x. That there were no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.

xi. With respect to the matter to be included in the Auditors Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

	FOR:Satya Prakash Garg & CO.
	CHARTERED ACCOUNTANTS
	Firm No. 017544N
Place: NOIDA	Sd/-
Date: 30.05.2023	(Satya Prakash Garg)PartnerM.no.83816

Annexure- A to the Independent Auditors Report

Referred to in paragraph 1 under ‘Report on other Legal and Regulatory Requirements section of our report of even date. We report that:

(i) .(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.in our opinion the frequency of verification is reasonable having regard to the size of the company and nature of its assets. The discrepancies reported in such verification were not material and have been properly dealt with in the books of accounts.

(c) based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties included in investment are held in the name of the company

(ii) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

(iii) According to information and explanations given to us and based on our examination of the records of the Company has not granted any interest-bearing Unsecured loan repayable on demand, to Subsidiary companies, Limited liability Partnership or other parties and in our opinion the terms and conditions of loans are not detrimental to the interest of the company.

(iv) In our opinion and according to the information and explanation given to us, the company has given any loans to directors or to any other persons in whom the director is interested. The company has complied with the provision of Section 185 and 186 of the Act, with respect to the loans given, and investment made, guarantee and securities given.

(v) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at the end of the financial year therefore the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable to the Company.

(vi) As informed to us, The Central Government has not prescribed the maintenance of cost records under Section 148 of the company Act 2013 for any of the services rendered by the company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Goods and Service Tax, Stamp Duty, or any other statutory dues, applicable to it to the appropriate authorities.

(b) There were no undisputed dues outstanding in respect of Provident Fund, Provident Fund, Employees State Insurance, Income-tax, Goods and Service Tax, Stamp Duty, or any other statutory dues in arrear as of March 31, 2023, for a period of more than six months from the date they became payable.

(viii) In our opinion and according to the information and explanations given to us the Company there are no such transactions that are not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the income tax Act-1961 and no such undisclosed income has been recorded in the accounts during the year.

(ix) In our opinion and according to the information and explanations given to us the Company has not obtained a term loans and unsecured loans during the year and based on the records of the company the company has not defaulted in the repayment of loans or borrowings to financial institutions, bank.

(x) In our opinion and according to the information and explanations given to us the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year, therefore, the provisions of para 3(ix) of the Order is not applicable to the Company.

(xi) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year or during the course of our audit. No Report under section 143(12) has been filed by the auditors in form ADT-4 and also there is no whistle blower complaints have been received during the year by the company.

(xii) According to the information and explanations given to us, in our opinion the Company is not a Nidhi company as prescribed in section 406 of the Act, therefore, the provisions of para 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company have an internal audit system commensurate with its size and nature of business activities and the reports of the internal auditors have been considered by the statutory auditors.

(xv) In our opinion and According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with its directors and therefore, the provisions of Section 192 of Companies Act are not applicable to the Company.

(xvi) The Company is a SEBI registered Stockbroker and even they are NBFC, Stockbroker is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

(xvii) The Company has incurred loss during the current financial year, and it has not incurred any losses in the immediately preceding financial year.

(xviii) During the year there is no resignation of statutory auditors of the company. and therefore, the provisions of this para of the Caro Order-2020 is not applicable to the Company.

(xix) In our opinion and According to the information and explanations given to us and based on our examination of the records of the Company, and on the basis of financial ratios, ageing and expected date of realisation of financial assets and payment of financial liabilities and other information accompanying the financial statements , there is no material uncertainty exist as on date of the audit report and the company is capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet dated.

(xx) In our opinion and According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the company hence clause xx is not applicable to the company.

(xxi) According to the information and explanations given to us and based on our examination of the records of the Company comprising independent audit reports on financial statement of subsidiary company, No Adverse remark and any qualification has been included in the audit report of the subsidiary Company therefor the said provisions clause xxi is not applicable to the company.

	FOR:Satya Prakash Garg & CO.
	CHARTERED ACCOUNTANTS
	Firm No. 017544N
Place: NOIDA	Sd/-
Date: 30.05.2023	(Satya Prakash Garg)Partner M. No.083816

Annexure B to the Independent Auditors Report of even date on financial statements of Nam Securities Limited

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

In conjunction with our audit of the financial statements of Nam Securities Limited ("the Company") as of and for the year ended March 31, 2023, we have audited the internal financial controls over financial reporting of the Company as of that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountant of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to Companys Policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under Companies Act, 2013.

Auditors Responsibility

Our responsibility is to the express an opinion on the Companys Internal Financial Controls over Financial Reporting based on our audit. We conducted our audit in accordance with the guidance note on audit of Internal Financial Controls Over Financial Reporting and Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an Audit of Internal Financial Controls both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that We comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Controls over Financial Reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Controls over Financial Reporting and their operating effectiveness. Our audit of Internal Financial Controls over Financial Reporting included obtaining an understanding of Internal Financial Controls over Financial Reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risk of material mis-statement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys Internal Financial Controls over Financial Reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys Internal Financial Controls over Financial Reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A Companys Internal Financial Controls over Financial Reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorization of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of Internal Financial Controls over Financial Reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls over Financial Reporting to future provides are subject to the risk that Internal Financial Controls over Financial Reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.

	FOR:Satya Prakash Garg & CO.
	CHARTERED ACCOUNTANTS
	Firm No. 017544N
Place: NOIDA	Sd/-
Date: 30.05.2023	(Satya Prakash Garg)Partner M. No.083816

Annexure C to the Auditors Report (BSE Requirement)

We have audited the attached balance sheet of Nam Securities Limited as at 31^st March, 2023, and the

Profit and Loss for the year ended on that date thereto and report that :

a. We have 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 accounts and records as specified in rule 15 of the securities Contracts (Regulations) Rule,1957 have been kept as far as appears from our examination of such books,

c. The stock broker has complied with the requirements of the stock exchange as far as they relate to maintenance of accounts and was regular in submitting the required accounting information to the stock exchange,

d. The balance sheet and the profit and loss account referred to in this report are in agreement with the books of account,

e. In our opinion and to the best of our information and according to the explanation given to us, the said balance sheet and the profit and loss account read together with the notes thereon give a true and fair view in so far as it relates to the balance sheet and, of the state of affairs of Nam Securities limited, and as far as it relates to the profit and loss account, of the profit of Nam Securities limited for the year ended on that date;

	Firm No. 017544N
Place: NOIDA	(Satya Prakash Garg)Partner
Dated;30.05.2023	M. No.083816