We have audited the accompanying financial statements of STEP TWO CORPORATION
LIMITED which comprises the Balance Sheet as at March 31, 2024, the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and
Cash Flows for the year ended, and notes to the financial statements, including a summary of
significant 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, the aforesaid 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 accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and
loss, total comprehensive income, 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 financial statements under the provisions of
the Companies Act, 2013 and the Rules there under, 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 statements

The Company's board of directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board's Report including Annexure to
Board's Report, but does not include the financial statements and our auditor's report there on.

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 standalone 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.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance 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 financial statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the 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.

Those Board of Directors are also responsible for overseeing the company’s financial reporting
process.

Our objective are to obtain reasonable assurance about whether the financial statement 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 economics decision of users
taken on the basis of these financial statement

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

Ý 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.

Ý 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 with reference to financial statements in
place and the operating effectivene ss of such controls.

Ý Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

Ý 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.

Ý 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 achieves fair presentation.

B. 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.

C. 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 of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, The order is applicable to the company for the year under audit as given in the
“Annexure- A”, a statement on the matters specified in paragraph 3 and 4 of the order.

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 and Cash Flow Statement dealt
with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified 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 31st
March 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March 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 ammended:

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 does not have any pending litigations which would impact its
financial position;

ii. the Company did not have any long term contract including derivatives
contracts for which there were any material foreseeable losses;

iii. there was no amount which is 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 (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 persons or entities, including foreign entities (“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 persons or entities, including foreign
entities (“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 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 not declared or paid any dividend during the year. As such

provisions of Section 123 of the Companies Act, 2013 are not applicable.

vi. Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has a feature of recording audit trail (edit log)
facility and the same has been operated throughout the year for all the
transactions recorded in the software. Further during the course of our audit, we
did not come across any instance of the audit trail feature being tampered with.

As provision to Rule 3(1) of the Companies (Accounts) Rules 2014 applicable from April 1,
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not applicable
for the financial year ended March 31, 2024.

(i) According to the information and explanations given to us and on the basis of such checks as
we considered appropriate was carried out by us during the course of the audit of the
Company, our report on the matters specified under the Para 3(A) and 3 (C) of Non - Banking
Financial Companies Auditor's Report (Reserve Bank) Directions, 2016 is as follows:

I) The Company is engaged in the business of Non- Banking Financial Institution as defined in
section 45-IA of the RBI Act. It has obtained Certificate of Registration (CoR) from Reserve
Bank of India and the Certificate No. is 05.02614 dated 4th June, 1998 (being original date
of registration).

ii) The F inancial asset/income pattern of the Company as on 31 st March, 2024 is as follows:

% of Financial Assets to Total Assets: 95.14%

% of Financial Income to Total Income: 100%

In view of the above ratios, the Company is entitled to continue to hold Certificate of
Registration issued by the Reserve Bank of India as on 31 st March, 2024.

iii) The Company has not accepted any public deposit during the year.

iv) The Company has complied with the prudential norms relating to income recognition,
accounting standards, assets classification and provisioning for bad and doubtful debts as
applicable to it in terms of Master Direction-Reserve Bank of India (Non-Banking Financial
Company -Scale Based Regulation) Directions, 2023.

v) The Company is a Non-Systemically Important Non-Deposit taking NBFC as defined in
Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016:

(a) The capital adequacy ratio as disclosed in the return submitted to the Reserve Bank of
India in form DNBS 03, has been correctly arrived at and such ratio is in compliance with the
minimum CRAR prescribed by the Reserve Bank of India;

vi) The Company has not been classified as NBFC Micro Finance Institution (MFI) as defined
in the Non-Banking Financial Company - Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016.

for M. K. KOTHARI & ASSOCIATES

Chartered Accountants
FRN No. 323929E

Place : Kolkata (CA Manish Kumar Kothari)

Date : 15.05.2024 Partner

Membership No. 059513
UDIN: 24059513BKCZNK8741