We have audited the accompanying financial statements of M/S DCM FINANCIAL SERVICES
LIMITED (the “Company”), which comprise the Balance Sheet as at March 31,2024, the Statement
of Profit and Loss, Statement of Changes in Equity and the Statement of Cash Flows for the year then
ended and notes to the financial statements, including a summary of material accounting policies and
other explanatory information (hereinafter referred to as the “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except
for the possible effects of the matter described in the Basis for Qualified Opinion paragraph and
Emphasis of Matter paragraph, the aforesaid financial statements give the information required
by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, “Ind AS” and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024
and its loss and total comprehensive loss, changes in equity and its cash flows for the year ended
on that date.

Basis for Qualified Opinion

(i) Justice Anil Kumar* as one man committee was appointed vide order dated:- 3rd September,
2015 by the Hon’ble High Court of Delhi to scrutinize the list of depositors and other claimants
and to take steps enumerated hereinafter with the view to resolve at-least some of the disputes.
The one-man committee submitted its report on to Hon’ble High Court of Delhi on 22nd April,
2016.Taking cognizance of the report, Hon’ble High Court of Delhi on 10th August, 2017
accepted the recommendation of one-man committee enumerated in the report. Under Scheme
of One-Man Committee, Interest of Rs 235 Lakhs are payable to Debenture Holders and Rs
1,448 Lakhs are payable to Fixed Depositors under Phase-2 of Schedule of Payments laid
down by One Man Committee. Presently the said committee has waived any further payment
of Interest to Fixed Depositors, Debenture-holders and other lenders, however on complete
liquidation of properties and investments, if any surplus remains after payment to all stakeholder
creditors, then further payment of Interest would be decided. All stakeholders’ creditors which
are covered under scheme has given its consent to the scheme. No provision of Rs. 1,683
Lakhs as laid down under the scheme towards Interest on Debentures and Fixed Deposits,
have been provided in the financial statements on the outstanding amount of Debentures and
Fixed Deposits.

Had interest of Rs. 1,683 Lakhs been provided for in the financial statements of year ending
31st March 2018 on outstanding amount of Debentures and Fixed Deposits, the Net Profit
before tax would have been lowered by Rs. 1,683 Lakhs and Net Profit after tax would have
been lowered by Rs. 1,340 Lakhs as at 31st March, 2018. The cumulative net loss as well as
Current Liabilities as at 31st March, 2024 would have been higher by Rs 1,340 Lakhs. The same
has been explained in Note 15.2 and Note 15.3.

*The Hon’ble High Court of Delhi has appointed Mr. Laxmi Kant Gaur, District Judge (Retd.) vide
its order dated 29th July 2021, as the One Man Committee in place of Hon’ble Mr. Justice Anil
Kumar (in view of his unfortunate demise).The One Man Committee would continue from the
stage at which the exercise assigned to the One Man Committee by the High Court stands, at
the stage when Hon’ble Mr. Justice Anil Kumar unfortunately expired. The agenda of the One
Man Committee would be as per the order dated 3rd September, 2015, read with subsequent
orders passed, if any, in that regard.

(ii) For redemption of ‘B’ series debentures of Rs. 2014.98 Lakhs debenture redemption reserve
is required to be created. Debenture redemption reserve of Rs. 2014.98 Lakhs has not been
created due to insufficient profits. The same has been explained in Note 15.2.

(iii) The value of assets charged as security in favor of banks, debenture-holders & financial
institutions have been depleted over a period of time. The depletion has not yet been ascertained
by the Company. To the extent of shortfall, if any, the liability is unsecured, whereas the same
has been shown as secured. The same has been explained in Note 15.2.

(iv) Balance confirmation of security deposits provided, trade receivables, some bank balances,
FD balances with bank, rent receivables, other advances, borrowings, balances payable to
related parties and other receivables and payables have not been received from the parties/
persons concerned. In the absence of balance confirmations, the closing balances as per
books of accounts have been incorporated in the financial statements and have been shown,
unless otherwise stated by the management about its recoverability in the financials including
considering the NPA Provisions, are good for recovery/payment. Time barred debts under
the Limitations Act have not been separately ascertained and written off or provided for. In
the absence of such confirmation & corresponding reconciliation, it is not feasible for us to
determine financial impact on the financial statements and the amount referred as receivable/
payable in the financial statements can differ .(Please refer Note No.-38).

(v) Contingent liabilities and Other Commitments

v(a) During the year ended 30th June, 2011 the company’s tenant had filed a claim of
Rs.100.00 lacs against the company due to damages suffered by the tenant which is still
pending under arbitration proceedings as on 31st March, 2024.

v(b) There is an award passed by the High Court vide its judgment dated April 27, 2022 against
the company in the matter of MS Shoes East Limited for Rs. 12.82 lacs i.e. the claim
amount, along with interest of Rs. 8.97 lacs for an underwriting given by the company in
the year 1995 for the public issue of M/s MS Shoes East Ltd.

v(c) Due to dispute with the builder namely M/s NBCC Ltd. from which the company had
purchased an office premises in the year 1995, regarding a claim of Rs. 288.29 lacs on
account of increase in super area and certain other expenditure which the builder i.e. M/s
NBCC Ltd. had incurred and the same is pending in arbitration. Breakup of the amount of
Rs. 288.29 lacs mentioned supra is as follows:

During the financial year ending March 31,2021, the award was given in respect of dispute that
has arisen between NBCC Ltd. (Claimant) and DCM Financial Services Limited (Respondent)
in relation to sale of Commercial Space-Upper Ground Floor NBCC Place, Pragati Vihar, New
Delhi by the Claimant to the respondent.

The summary of position of award is as under:

In addition to the above, Interest @ 10% is payable by both the parties on their respective amounts.

That whereas NBCC has filed objections to the award in Delhi High Court in Dec 2020 and the same
appears to be lying in objections.

That DCM has also filed objection in Delhi High Court and the same has not being listed so far.

We conducted our audit of the financial statements in accordance with the Standards on Auditing
(“SA”s) 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 (“ICAI”) 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 made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.

Key Audit Matters

Key Audit matters are those matters that in our professional judgement were of most significance
in our audit of the standalone financial statement of the current period. These matters were
addressed in the context of our audit of standalone financials statement as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to be communicated in our report.
Emphasis of Matter

(i) We draw attention to Note 36 in the financial statements, which indicates that the Company
has incurred a net loss of Rs. 93.49 lacs during the year ended March 31,2024 and, as of
that date, the Company’s current liabilities exceeded its total assets by Rs. 4,609.98 lacs.
The accumulated loss as on 31st March, 2024 stands to Rs. 9,116.70 lacs(Previous year
Rs. 9,023.41 lacs). As on 31st March, 2024, the Company’s total liabilities exceeded to its
total assets by Rs.4894.48 lacs (Previous year Rs. 4,801.20 lacs).

Further, the Company is not carrying on any business as to comply with the directives
of the Reserve Bank of India, the company ceased to accept deposits from September
1997 and the company’s application to RBI for certificate of registration (CoR) as a NBFC
had been rejected by the RBI in year 2004. The Company contends that the Scheme of
One Man Committee shall be implemented in full and other aspect of fresh restructuring
scheme such issuance of equity to SBI Home Finance Limited and Pressman Leasing
would be approved/decided upon by the Hon’ble Delhi High Court and accordingly the
decision on revival of Company would be taken by Hon’ble Delhi High Court. It indicates
that a material uncertainty exists that may cast significant doubt on the Company’s ability
to continue as a going concern (refer note 37).

(ii) We draw attention to Note 26 in the financial statements regarding successful
implementation of scheme of One Man Committee on which continuity and revival of the
Company is completely dependent which not only includes successful implementation
of Schedule of payments described under Phase-I and Phase-II, but also realisability of
funds from the disposal of Fixed Assets especially Building which is under dispute with
Tenant as well as NBCC.

(iii) We draw attention to Note 32 in the financial statements on the deposit Rs. 1,950.00 lacs
with the Hon’ble Delhi High Court. DCM Services Ltd, as a promoter had committed to
bring in Rs. 1,950.00 lacs as a promoter contribution upon sanction of their restructuring
scheme under erstwhile Section 391 of the Indian Companies Act, 1956 which is under
implementation by One Man Committee appointed with the direction of Hon’ble Delhi High
Court. The Court vide order dated 06.05.2008 has asked DCM Services Limited to deposit
Rs. 1,950.00 lacs with the Court and pursuant to the court order DCM Services Limited
deposited Rs 500.00 lacs on 16.07.2010, Rs 670.00 lacs on 18.11.2010, Rs. 390.00
lacs on 21.04.2011 & Rs. 390.00 lacs on 27.04.2012 aggregating to Rs. 1,950.00 lacs
on behalf of the promoters with the Registrar, Hon’ble Delhi High Court. All the funds
are with Delhi High Court along-with accrued interest thereon. No financial impact of
this has been recorded in the financials of the company till 31st March, 2024 as there
is no clarity provided by Hon’ble High Court of Delhi on whether Company would have
to issue any shares against such contribution as per SEBI guidelines or such amount
would be refundable to DCM Services Limited by company or there would be no liability
on the Company to either to pay the said amount or issue any shares in lieu of that. Till
Company gets any clarity on this matter, no financial entry has been recorded in the books
of accounts.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other
information comprises Board’s Report including Annexure to Board’s Report, but does not include the
financial statements and our auditor’s 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.

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 during the course of our 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’s Responsibilities for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 with respect to the preparation of these financial statements that give a true
and fair view of the financial position, financial performance, changes in equity and cash flows of
the Company in accordance with the Ind AS and other accounting principles generally accepted in
India. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding 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 misstatement,
whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements

Our 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 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 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 financial controls 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 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 the 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 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 financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieve fair presentation.

Materiality is the magnitude of misstatements in the 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 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.

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 Section 143(11) of the Act, we give in “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

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

a) Except for the matters described in the Basis for Qualified Opinion and Emphasis of Matter
paragraphs, 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) Except for the matters described in the Basis for Qualified Opinion and Emphasis of Matter
paragraphs along with the matters stated in paragraph 2(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, in our opinion proper books
of account as required by law have been kept by the Company so far as appears from our
examination of those books.

c) Except for the matters described in the Basis for Qualified Opinion and Emphasis of
Matter paragraphs, the Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity and the Statement of Cash
Flows dealt with by this Report are in agreement with the books of account.

d) Except for the matters described in the Basis for Qualified Opinion and Emphasis of Matter
paragraphs, in our opinion, the aforesaid financial statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act;

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.

f) With respect to 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
the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 read with Schedule V to the Companies Act, 2013 and
on the basis of approval received from Central Government on 1st May, 2017 which
contains payment of managerial remuneration of not more than Rs 3.99 Lacs per annum.
No further order has been passed in this regard.

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, as amended, 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 litigation on the financial position
in its financial statement - Refer Note 28 to the financial statement;

ii. 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.

iii. The company moved an application before the Hon’ble Company Law Board, New
Delhi on 22nd July 2004 under Regulation 44 of the Company Law Regulations
1991 proposing a fresh repayment schedule for fixed depositors, debenture-
holders and other creditors of the Company. The company filed a Fresh Scheme
of Arrangement for the reorganization of the share capital of the company and for
compromise with the secured and unsecured creditors of the company, hereinafter
referred to as the “Fresh Restructuring Scheme” before the Hon’ble Delhi High
Court on 24th September 2004 mentioning therein repayment schedule.

Justice Anil Kumar as one-man committee was appointed vide order dated: -
3rd September, 2015 by the Hon’ble High Court of Delhi to scrutinize the list of
depositors and other claimants and to take steps enumerated hereinafter with the
view to resolve at-

least some of the disputes. The one-man committee submitted its report on to
Hon’ble High Court of Delhi on 22nd April, 2016. Taking cognizance of the report,
Hon’ble High Court of Delhi on 10th August, 2017 accepted the recommendation of
one-man committee enumerated in the report. One Man Committee observed that
that it already has sufficient funds, ready cash, to repay about 70% of the deposits
to all the depositors having deposits of more than Rs 0.05 lacs including secured
creditors in the first stage. Under Phase -1, 70% of the principal amount be paid
to the creditors having deposits of more than 0.05 lacs and full amount be paid to
those who have deposits of Rs. or less than Rs. 0.05 lacs in the first instance to fixed
depositors, Debenture-holders and banks. In the second phase, which should also
commence with phase 1 simultaneously, properties and shares and all the assets be
liquidated by selling and the realized amount is recommended to be utilized for the
repayment of balance 30% of principal amount and the maturity interest component
only on the fixed deposits and debentures. Other creditors such as banks, financial
institutions, ICD Holders shall also be paid 30% of the Principal Amount except to SBI
Home Finance Limited and Pressman Leasing which will be issued equity shares in
Second Phase. Depending upon the availability of surplus amount from disposal of
assets with the Company, the Hon’ble High Court of Delhi may decide whether some
additional amount of interest can be paid to depositors or other creditors. During the
year ended 31st March, 2018, Company started paying the amount as per Phase-I
and the company is still in continuation of making payments as per Phase I for the
year ended 31st March 2024. Also the company has started making payments as per
Phase II simultaneously during the current financial year.

The One Man committee earlier recommended to pay to the creditors 70% of the
principal amount. The above said arrangement was modified by the committee on
18th May 2019 and accordingly it has been decided to pay creditors in full who have
claimed amount as per procedure set by the committee and whose documents have
been verified. As per the claims made by the creditors 100% of principal being paid to
them. Also company has also started paying balance 30% to creditors to whom 70%
has already been paid previously. The balance payable to creditors is as per books
and who have not claimed so far or their documents are under verification.

The matter regarding payment to fixed depositors, debenture-holders and other
sums are already covered under Phase-I and Phase-II schedule of payment decided
by One Man Committee duly appointed by Hon’ble Delhi High Court.

All the unpaid matured Public Fixed Deposits of Rs 4,090.43 Lakhs and unpaid
Matured Debentures of Rs. 1,606.62 Lakhs which was more than seven year old.
Accordingly except the matter stated above, there has been no delay in transferring
amounts or there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company. Refer Note No 15.2 and
15.3.

iv. (a) 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 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 notice 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. The company has neither declared nor paid any dividend during the year ending
March 31, 2024. Also, no dividend has been proposed by the Board for the year
ending March 31,2024. Accordingly, reporting under Rule 11(f) is not applicable.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023.

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. The audit trail facility has been in operation
from 7th July 2023 and the same has operated throughout the remaining year for all
relevant transactions recorded in the software.

Further, we did not come across any instance of the audit trail feature being tampered
with.

For V SAHAI TRIPATHI & CO.

Chartered Accountants
(Firm’s Registration No. 000262N)

(Vishwas Tripathi)

Place : Delhi Partner

Date: 28^th May, 2024 M. No. 086897