ZERODHA CAPITAL PRIVATE LIMITED

ANNUAL REPORT 2022- 2023

 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

DIRECTORS:

Nithin Kamath - Director

Nikhil Kamath - Director
Seema Patil - Director
Abdul Hanan Delvi - Director

COMPANY SECRETARY:

Meetal T Jain

REGISTERED OFFICE ADDRESS:

No.153/154, 3rd floor,4th Cross, 4th Phase,

J.P Nagar Bangalore-560078, Karnataka, India.

AUDITORS:

M/s Tarai & Co

Chartered Accountants
No:12/3, 3rd floor, Sri Sathya Sai Krupa,
Vani Vilash Road, VV Puram, Near Lalbagh Westgate,
Opp to Kaveri Petrol Bunk, Basavanagudi,
Bengaluru, Karnataka, 560004

DIRECTOR’S REPORT

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

To the Members,

Your directors have pleasure in presenting the Tenth Annual Report together with the
Audited Financial Statements for the Financial Year ended 31st March 2023.

EXTRACT OF THE ANNUAL RETURN:

In accordance with Section 92 (3) and Section 134 of the Companies Act, 2013 the annual return
in the prescribed format is available at Website link https://zerodhacapital.com/

FINANCIAL RESULTS.

The performance of the Company for the financial year ended 31st March, 2023 is summarized
below:
Amount in Lakhs
Standalone
Particulars 2022-2023 2021-2022
Revenue from Operations 539.63 191.47
Other Income 0.31 --
Employees benefit expenses 28.48 14.28
Finance cost 7.45 1.16
Depreciation 4.51 2.40
Other expense 109.24 50.49
PBT 390.25
123.15
Current Tax 105.02
27.82
Deferred Tax 1.31
9.19
Income tax of earlier years -1.04 --
Minority Interest Nil
Net Profit/ (Loss) for the Period 284.97
After tax. 86.14
Earnings Per Share (Basic) 5.70 1.72
Earnings per Share (Diluted) 4.36 1.51

OVERVIEW OF FINANCIAL PERFORMANCE.

a) Standalone basis:

During the year, your Company generated a total revenue of Rs. 539.94 as against the previous
year total revenue of Rs.191.47. The Profit of the Company for the year ended 31.03.2023 is Rs.
284.97 as against the previous year profit of Rs.86.14.

The affairs of the Company are conducted in accordance with the accepted business practices
and within the purview of the applicable legislations.

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

TRANSFER TO RESERVES

According to Section 45 IC of the Reserve Bank of India Act 1934, every non-banking financial
company shall create a reserve fund and transfer therein a sum not less than twenty per cent of
its net profit every year as disclosed in the profit and loss account and before any dividend is
declared. Accordingly, the Company has transferred an amount of Rs. 56.99 to Statutory
Reserve Account in accordance with Section 45 IC of the Reserve Bank of India Act, 1934.

DIVIDEND

The Board, in view of conserving the financial resources, has not recommended any dividend
for the year.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the Financial Year 2022-23 of the Company
and the date of the report.

DEPOSITS

Your Company has not accepted any fixed deposits and public deposits during the year and as
such no principal or interest was outstanding as on the date of the Balance sheet.

IBC AND VALUATION REPORTS

i) There are no proceedings initiated /pending against your Company under the
insolvency and bankruptcy code,2016, which materially impact the business of the
company, during the year along with their as at the end of financial year.
ii) There were no instances where your Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions.

BOARD MEETINGS

The Board met Seven (7) times during the Financial Year. The maximum interval between any
two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Meetings were conducted on 13/04/2022, 14/04/2022, 18/05/2022, 03/06/2022, 23/08/2022,

09/11/2022 and 17/01/2023

The names of the Members of the Board and their attendance at the Board Meetings are us
under

SL.NO Name of Directors Number of Meetings attended/ Number of

meetings held during the year

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

1. Nithin Kamath 7/7

2. Nikhil Kamath 7/7
3. Seema Patil 7/7
4. Venu Madhav Kota 7/7
Subramanya
5. Abdul Hanan Delvi 3/7

SHARE CAPITAL

On 10/05/2022 and 11/11/2022, vide Extra- Ordinary General Meeting

 The Company issued 4,32, 500 Compulsorily Convertible Preference Shares of a face
value of Rs.10.

 The Paid-up Share Capital is Rs.6,58,87,600 (Rupees Six Crores Fifty-eight Lakh Eighty-
Seven Thousand Six Hundred) divided into 50,00,000 Equity Shares of Rs. 10 Each and
15,88,760 Preference Shares of Rs. 10 Each. The holder of CCPS does not carry voting
rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there were no changes in Board of Directors of the Company

Sl. No Name of the Directors Designation

1 Nithin Kamath Director
2 Nikhil Kamath Director
3 Seema Patil Director
4 Venu Madhav Kota Subramanya Director(Resigned on 01.04.2023)
5 Abdul Hanan Delvi Director

DETAILS OF LOANS FROM DIRECTORS AND THEIR RELATIVES:

During the year, Company has availed loan from its Directors during the financial year, the
outstanding loan amount as on 31.03.2023 is hereby given below:

Sl. No Name of the Directors Amount

(In Lakhs)
1 Nithin Kamath 500
2 Nikhil Kamath 500

RISK MANAGEMENT POLICY

In terms of the requirement of Section 134 (3) (n) of the Companies Act, 2013, the Company has
developed the Risk Management Policy. Your Company believes that managing risks helps in
maximizing returns. The Company’s approach to addressing business risks is comprehensive
and includes periodic review of such risks and a framework for mitigating risks and reporting

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

mechanism of such risks. The risk management framework is reviewed periodically by the
Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT, 2013

Since the Company is into NBFC Activities and is Registered as NBFC-ND it is exempted from
complying with the Provisions of the Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended 31st March,
2023 were on an arm’s length basis and were in the ordinary course of business. Therefore, the
provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no
materially significant related party transactions during the year under review made by the
Company with Promoters, Directors, or other designated persons which may have a potential
conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not
required. However, the disclosure of transactions with related party for the year, as per
Accounting Standard -18 Related Party Disclosures is given in Notes to the Balance Sheet as on
31st March, 2023.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best
of their knowledge and belief and according to the information and explanation obtained by
them,

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been
selected and applied consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs of the company at the
end of the Financial Year 2022-23 and of the profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2022-23 have been prepared on a going concern basis;

v) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

vi) That systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

STATUTORY AUDITOR

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

The Auditor Mr. Bijay Kumar Tarai proprietor of M/s. Tarai & Co, Chartered Accountants,
Bangalore (FRN: 022166S) was appointed as Statutory Auditor hold office until the conclusion
of the 13th Annual General Meeting to be held in the year 2026.

RBI GUIDELINES

The Company continues to fulfil all the norms and standards laid down by the RBI pertaining
to non-performing assets, capital adequacy, statutory liquidity assets, etc.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE

Pursuant to sub-section (3) of section 129 of the Act, company does not have any subsidiary or
subsidiaries, associate company or joint venture or ventures company.

BOARD’S COMMENT ON AUDITORS REPORT

The observations of the auditors in their report read together with the notes on Accounts are
self- explanatory and therefore, in the opinion of the directors, do not call for any further
explanation.

There are no qualifications, reservations or adverse remarks on the Auditor’s Report.

BOARD’S COMMENTS ON QUALIFICATIONS, RESERVATION & ADVERSE

REMARKS OR DISCLAIMER MADE BY STATUTORY AUDITORS.

Observation made by the Statutory Auditors in their Report are self-explanatory and therefore,
do not call for any further comments under Section 134 (3) (f) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks on the Auditors’ Report.

DETAIL OF FRAUD AS PER AUDTIORS REPORT

There were no frauds as reported by the Statutory Auditors in their auditor’s report for the year
ending 31stMarch 2023, under section 143 (12) of the Act.

PREVENTION OF SEXUAL HARASSMENT POLICY

It is not mandatory for your company to constitute an Internal Complaints Committee (ICC)
due to the fact the number of workers being less than the limit as specified thereunder.
However, the Company has not received any complaint on sexual harassment during the
year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not
applicable to the company.

STATUTORY DISCLOSURES

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

A. Conservation of Energy

The Company’s operations are not energy-intensive and as such involve low energy
consumption. However, adequate measures have been taken to conserve the consumption of
energy.

B. Technology Absorption

Operations of the company do not involve any kind of special technology and there was no
expenditure on research & development during this financial year. However, your company
continues to upgrade its technology (computer technology and telecom infrastructure) in
ensuring it is connected with its clients across the globe.

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2023,
is as follows:

Particulars 31st March, 2023 31st March, 2022

Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo NIL NIL

D. Human Resource Development and Industrial Relations

Your Company continues to take new initiatives to further align its HR policies to meet the
growing needs of its business. People development continues to be a key focus area of the
Company. The industrial relations in all the units of the Company remained cordial and
peaceful throughout the year.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records, and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com
 Zerodha Capital Private Limited
E-mail: audit@zerodha.com, Ph: 080- 47166888

Your company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).

DISCLOSURE ABOUT THE CHANGE IN THE REGISTERED OFFICE ADDRESS OF THE

COMPANY

The Company has changed its registered office during the year under review.

SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by Institute of Company
Secretaries of India.

DECLARATION ABOUT INDEPENDENT DIRECTOR:

The requirement of a statement of declaration to be given by the Independent Director under

section 149(6) is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

No employees were in receipt of remuneration of more than 8,50,000 p.m. or 1,02,00,000 p.a. as
the provisions of the Companies (Appointment and remuneration of Managerial Personnel)
Rules, 2014, and amendments made thereunder. Accordingly, disclosure under the same is not
required.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their sincere appreciation to the shareholders,
customers, bankers, suppliers and other business associates for the excellent support and
cooperation extended by them. Your Directors gratefully acknowledge the ongoing cooperation
and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and
other Regulatory Bodies. We place on record our appreciation of the contribution made by
employees at all levels. Our consistent performance was made possible by their hard work,
solidarity, co-operation and support.

For and on behalf of the Board of Directors of

Zerodha Capital Private Limited

NITHIN Digitally signed by

NITHIN KAMATH
ABDUL Digitally signed by
HANAN ABDUL HANAN DELVI
Meetal T Digitally signed

KAMATH Date: 2023.06.30 Date: 2023.06.30 by Meetal T Jain

14:45:54 +05'30' DELVI 14:46:40 +05'30'
Jain Date: 2023.06.30
14:47:20 +05'30'

Nithin Kamath Abdul Hanan Delvi Meetal T Jain

(DIN: 03142935) (DIN: 06687440) Company Secretary
Director Director Membership No. F12550

Place: Bangalore
Date: 30/06/2023

Registered office: No.153/154, 3rd Floor, 4th Cross, 4th Phase, J.P Nagar Bangalore -560078 Karnataka, India
CIN: U67100KA2014PTC073653 Website: www.zerodhacapital.com