We have audited the accompanying standalone Ind AS financial statements of Stellar Capital Services Limited ("the
Company") which comprises the Balance Sheet as at March 31,2024, the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes
to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
Ind AS 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 Ind AS and accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31,2024, and losses, total comprehensive income, the changes in equity and its cash flows for the year ended
on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the standalone Ind AS 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.

Key Audit Matters

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

Information Other than the Standalone Ind AS 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 Annexures to Board’s Report, Business
Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone Ind AS
financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS 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 standalone Ind AS financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS 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.

Management Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the
financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the
Company in accordance with accounting principles generally accepted in India, including Indian Accounting Standards
(Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate 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 standalone Ind AS financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone 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 Standalone Ind AS financial Statement

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

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

• Identify and assess the risks of material misstatement of the standalone 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 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 made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures in the standalone 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 standalone Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31,2024 and are
therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash
Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section
164 (2) of the Act but as required by Section 143(3)(g) of the Companies Act, 2013, we report that the company has not
complied with the provisions of Section 203 of the Companies Act, 2013. The company has not appointed a Chief Financial
Officer (CFO) as required under the Act.

f) With respect to the adequacy of the Internal Financial Control with reference to Financial Statements of the Company and
the operating effectiveness of such controls, refer to our separate Report in "Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over
financial reporting.

g) In our opinion the managerial remuneration for the year ended March 31,2024 has been paid/provided by the Company
to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

h) 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 has disclosed the impact of pending litigations as at March 31,2024 on its financial position in its standalone
financial statements - Refer Note 29 to the standalone financial statements.

(ii) The Company did 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, other than as disclosed in notes to
accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person or entity, including foreign entity (‘Intermediaries') with the understanding, whether recorded in writing or otherwise,
that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries') or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually

or in the aggregate) have been received by the Company from any person or entity, including foreign entity (‘Funding
Parties') with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(‘Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has

come to our attention that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e) as
provided under (a) and (b) above, contain any material misstatement.

(v) No dividend has been declared or paid during the year by the company.

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

For GOYAL NAGPAL & CO.

Chartered Accountants
(Firm's Registration No. 018289C)

CA Virender Nagpal

Partner

(Membership No. 416004)

Place: New Delhi
Date: 30.05.2024
UDIN: 24416004BKBTU15281