To The Members of 5paisa Capital Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of 5paisa CapitalLimited ("the Company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss the Cash Flow Statement and a summary of thesignificant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs (financial position) profit or loss (financial performance) and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards prescribed under section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the financial position of theCompany as at 31st March 2018 and its financial performance and its cash flows for theyear ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

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 bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany 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 Statementdealt with by this Report are in agreement with the books of account; d) In our opinionthe aforesaid standalone financial statements comply with the Accounting Standardsprescribed under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014;

e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements – Refer Note No 28 of the financial statements;ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

Annexure referred to in our report of even date to the members of 5paisa CapitalLimited on the accounts for the year ended 31^st March 2018

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us the assets have been physically verified by the management inaccordance with a phased programme of verification which in our opinion is reasonableconsidering the size of the Company and nature of its fixed assets. According to theinformation and explanations given to us no material discrepancies have been noticed onsuch physical verification.

(c) The Company does not have any immovable property. Therefore paragraph 3(i)(c) ofthe Order is not applicable to the Company.

(ii) The Company is trading in securities on proprietary basis and the securities heldat the year-end has been classified as inventory such inventory is verified by themanagement during the year with reference to third party evidence like Demat statement.There were no discrepancies noticed during such verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to Companies Firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theAct. Therefore paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us the Company has notgranted any loans investments guarantees and security to which provisions of section 185and 186 of the Act apply. Therefore paragraph 3(iv) of the Order is not applicable to theCompany.

(v) The Company has not accepted any deposits from the public within the meaning ofSection 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.No order has been passed by the Company Law Board or National Company Law Tribunal orReserve Bank of India or any court or other tribunal.

(vi) According to the information and explanations given to us in respect of the classof industry the Company falls under the Central Government has not prescribed themaintenance of cost records under Section 148(1) of the Act. Therefore paragraph 3(vi) ofthe Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us the Company isgenerally regular in depositing undisputed statutory dues including provident fundemployees state insurance income tax service tax sales tax value added tax goods andservices tax cess and other statutory dues as applicable to the Company with theappropriate authorities. Further as explained there are no undisputed statutory duesoutstanding for more than six months as at 31st March 2018 from the date they becamepayable.

(b) According to the information and explanations given to us and records of theCompany examined by us there are no dues of Income Tax Wealth Tax Sales Tax ServiceTax Value Added Tax Goods and Services Tax Excise Duty Customs Duty and Cess whichhave not been deposited on account of any dispute.

(viii) According to the information and explanation given to us the Company has notdefaulted in repayment of loans or borrowing to banks or financial institutions. TheCompany has not taken any loans or borrowings from Government and does not have any duesto debenture holders.

(ix) According to the information and explanations given to us the Company has notraised any moneys by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Therefore paragraph 3(ix) of the Order isnot applicable to the Company.

(x) According to the information and explanations given to us and based on the auditprocedures performed and the representations obtained from the management we report thatno fraud by the Company or on the Company by its officers or employees having a materialmisstatement on the financial statements has been noticed or reported during the periodunder audit.

(xi) According to the information and explanations given to us and based onverification of records the managerial remuneration has been paid in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V of theCompanies Act 2013.

(xii) The Company is not a Nidhi Company and hence clause (xii) of the order is notapplicable to the Company.

(xiii) According to the information and explanation given to us and based onverification of the records and approvals of the Audit Committee all transactions withthe related parties are in compliance with sections 177 and 188 of Companies Act 2013where applicable and the details have been disclosed in the Financial Statements etc. asrequired by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him.Therefore paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us the Company is not aNon Banking Finance Company and therefore is not required to be registered under Sec 45-IAof the Reserve Bank of India Act 1934.

Annexure referred to in our report of even date to the members of 5paisa CapitalLimited on the standalone accounts for the year ended 31^st March 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of 5paisaCapital Limited ("the Company") as of March 31^st 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.