Hybrid Financial Services Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of HYBRID FINANCIAL SERVICES LIMITED (“The Company”),
which comprise the Balance Sheet as at 31^st March 2025, and the Statement of Profit and Loss, Statement of Changes in Equity and
Statement of Cash Flows for the year then ended, and notes to the standalone 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 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 31^st March, 2025, and profit including
comprehensive income, the statement of 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 standalone
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 thereunder, 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 we have
obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to;

• Note 2.18 (10) of the Standalone Financial Statements, which states that the Company has made provision towards gratuity on the
basis of Gratuity Act instead of Ind AS 19 as prescribed by ICAI. “Employee Benefit.

Our opinion is not modified in respect of this matter.

Key Audit Matters

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

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Sr No	Key Audit Matters	Auditor’s Response
1	Disputed Tax and other liabilities The Company is involved in various legal, regulatory, and tax-related matters, the outcomes of which are inherently uncertain and may result in significant financial liabilities. The management''s assessment and disclosures relating to these matters, including contingent liabilities, are provided in Note 2.18(1) to the standalone Ind AS financial statements. The evaluation of such matters involves significant judgment and reliance on legal interpretations, external legal opinions, and historical precedents. As a result, there is a risk that provisions and contingent liabilities may not be adequately recognized or disclosed in the financial statements. Given the complexity, level of judgment involved, and potential financial impact, we have determined this to be a Key Audit Matter.	Principal Audit Procedures
		• We obtained an understanding of the processes implemented by management to identify, evaluate, and account for legal, regulatory, and tax-related exposures, including discussions with the Company''s legal and finance teams. • We reviewed a summary of litigation and regulatory matters prepared by management and discussed the status and potential impact of significant cases. • Where applicable, we reviewed external legal opinions and regulatory correspondence obtained by the Company to assess the merit and potential outcome of ongoing disputes. • For material litigations, we assessed management''s evaluation of the likelihood and magnitude of potential liabilities, including their basis for recognition or non-recognition of provisions. • We reviewed the accounting treatment and the adequacy of related disclosures in accordance with Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets. • Based on our procedures, we exercised professional judgment to evaluate whether the provisions and disclosures in the standalone Ind AS financial statements are appropriate and adequate.

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

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the annual report but does not include the standalone financial statements and our auditor''s report
thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone 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 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.

Management’s and Board of Directors Responsibility for the Standalone Financial Statements

The Company''s Management and 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 standalone 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 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 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 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 financial statements, management and Board of Directors are 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 the Standalone 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 Annual Standalone Financial Results, 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 Act, 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 effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosure
made by the Management and Board of Directors.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements
specified under Regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of the Management''s and Board of Directors'' use of the going concern basis of accounting in
preparation of financial statement and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the ability of the Company 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
Statement 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 Annual Standalone Financial Results, including the disclosures, and
whether the Annual Standalone Financial Results 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.

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” statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the
Standalone Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with
the books of account.

d) In our opinion, the aforesaid standalone 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 31^st March, 2025 taken on record by the
Board of Directors, none of the Directors is disqualified as on 31^st March, 2025 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”.

(B) 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial
Statements Refer Note 2.18 (1) to the Standalone Financial Statements

b) The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.

c) There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds 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, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company
or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds 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 directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding
Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain
any material mis-statement.

e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

f) Based on our examination, which included test checks, the Company has used accounting software systems for
maintaining its books of account for the financial year ended March 31,2025 which have the feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the
software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature
being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record
retention.

(C) With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For S Ramanand Aiyar & Co.

Chartered Accountants,
Firm Registration No: 000990N

Binod C Maharana

Partner

Membership No. 056373
UDIN: 25056373BMHYXB5980

Mumbai, Dated 21^th May 2025

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Mar 31, 2024

HYBRID FINANCIAL SERVICES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of HYBRID FINANCIAL SERVICES LIMITED (“The Company”), which comprise the Balance Sheet as at 31^st March 2024, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone 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 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 31^st March, 2024, and profit including comprehensive income, the statement of 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 standalone 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 thereunder, 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 we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to;

• Note 2.18 (11) of the Standalone Financial Statements, which states that the Company has made provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed by ICAI. “Employee Benefit.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr No	Key Audit Matters	Auditor’s Response
1	Disputed Tax and other liabilities The Company is subject to a number of legal, regulatory and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities, managements disclosures with regards to contingent liabilities are presented in note no 2.18 (1) read with to the Standalone IND AS Financial Statements. The assessment of the risks associated with the litigation is based on complex assumptions. This requires use of judgement to establish the level of provisioning, increases the risk that provisions and contingent liabilities may not be appropriately provided against or adequately disclosed. Accordingly, this matter is considered to be a Key audit matter.	Principal Audit Procedures In order to get a significant understanding of litigations and contingent liabilities, we have discussed the process of identification implemented by the management for such provision through various discussion with company''s legal and finance department. We read the summary of litigation matters provided by the company''s/Units legal and finance team. We read, where applicable, external legal or regulatory advice sought by the company. We discussed with the company''s certain material cases noted in the report to determine the company''s assessment of the likelihood magnitude and accounting of any liability that may arise. In light of the above, we reviewed the amount of provision recorded and exercised our professional judgement to assess the adequacy of disclosure in the standalone IND AS financial statements.

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

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the annual report but does not include the standalone financial statements and our auditor''s report thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone 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 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.

Management’s and Board of Directors Responsibility for the Standalone Financial Statements

The Company''s Management and 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 standalone 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 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 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 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 financial statements, management and Board of Directors are 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 the Standalone 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 Annual Standalone Financial Results, 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 Act, 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 effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosure made by the Management and Board of Directors.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of the Management''s and Board of Directors'' use of the going concern basis of accounting in preparation of financial statement and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company 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 Statement 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 Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results 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.

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” statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) 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 standalone Balance Sheet, the standalone Statement of Profit and Loss (including other comprehensive income), the standalone statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone 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 31^st March, 2024 taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st 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”.

(B) 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements Refer Note 2.18 (1) to the Standalone Financial Statements

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds 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, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds 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 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain any material mis-statement.

e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

f) Based on our examination, which included test checks, the Company has used accounting softwares 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 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 the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is 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.

(C) With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For BDMV & Co.

Chartered Accountants, Firm Registration No: 101256W

VISHAL KELKAR

Partner

Membership No. 154128 UDIN: 24154128BKFSFK8674

Mumbai, Dated 16^th May 2024

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Mar 31, 2015

We have audited the accompanying standalone financial statements of HYBRID FINANCIAL SERVICES LIMITED (formerly known as MAFATLAL FINANCE COMPANY LIMITED) which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors are responsible for the matters 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act (except to the extent of disclosure required to be made under AS-15 with regard to Group Gratuity Scheme and Leave Encashment) 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, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the Annexure 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 Companies Act, 2013, we report that:

a) We have obtained all the information and explanations subject to Item Nos 5 and 7 of Note No. 21 III) regarding non receipt of confirmation of certain balances which to the best of our knowledge and belief were necessary for the purposes of our

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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement 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 written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013.

f) 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:

1. Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 21 III). 1 to the financial statements.

2. Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

3. There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

[The annexure referred to in our Independent Auditors' Report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2015, in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of HYBRID FINANCIAL SERVICES LIMITED (formerly known as MAFATLAL FINANCE COMPANY LIMITED)

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

2. The Company being in the service sector, clause (ii) of paragraph 3 of the Order, is not applicable to the Company.

3. According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties which are covered in the Register to be maintained under Section 189 of the Companies Act 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, are not applicable to the Company

6. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act. Therefore, the provisions of clause (vi) of the Order are not applicable to the Company.

7. According to the information and explanations given to us:

(a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other material statutory dues applicable to it with the appropriate authorities and there are no dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

7 (b) According to the information and explanations given to us, details of disputed sales tax, income tax, customs duty, wealth tax, service tax, excise

duty and cess which have not been deposited as on 31st March, 2015 on account of any dispute are given below:

Name of statute Nature of Amount (Rs.) the dues

Madhya Pradesh Commercial Tax Sales Tax 48,780/- Act, 1974

Madhya Pradesh Commercial Tax Act, 1974. Sales Tax 25,491/-

West Bengal Sales Tax Act, 1994. Sales Tax 2,654/-

West Bengal Sales Tax Act, 1994. Sales Tax 143,788/-

West Bengal Sales Tax Act, 1994. Sales Tax 82,415/-

West Bengal Sales Tax Act, 1994. Sales Tax 44,851/-

Sub-Regional Office, Employees' Demand 21,06,154/- Provident Fund, Vashi Under Section 7A proceedings





Name of statute Period to which Forum where the amount dispute is relates pending

Madhya Pradesh Commercial Tax 1995-1996 Deputy Commissioner Act, 1974 of Commercial Taxes

Madhya Pradesh Commercial Tax Act, 1996-1997 Deputy Commissioner 1974. of Commercial Taxes

West Bengal Sales Tax Act, 1994. 1994-1995 Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. 1995-1996 Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. 1996-1997 Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. 1999-2000 Deputy Commissioner of Commercial Taxes

Sub-Regional Office, Employees' 2013-2014 The Company has Provident Fund, Vashi appealed against the order and obtained a stay from Employee Provident Fund Appellate Tribunal.

(c) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under.

8 The Company's accumulated losses exceeded fifty percent of its networth as at the end of the financial year. The Company has not incurred cash losses in the financial year but has incurred cash loss in the immediately preceding financial year

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The company has not borrowed from any financial institution or issued any debentures.

10 In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions

11 In our opinion and according to the information and explanations given to us, the Company has not taken term loans during the year.

12. To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S. RAMANAND AIYAR & CO Chartered Accountants Firm Registration No: 000990N

BINOD C. MAHARANA Partner Membership No. 056373

Place: Mumbai Date: 19th May 2015

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of HYBRID FINANCIAL SERVICES LIMITED (formerly known as MAFATLAL FINANCE COMPANY LIMITED) which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act (except to the extent of disclosure required to be made under AS-15 with regard to Group Gratuity Scheme and Leave Encashment) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Companies Act, 1956, we report that:

a) We have obtained all the information and explanations subject to Item Nos 6 and 9 of Note No. 20 III) regarding non receipt of confirmation of certain balances 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 appears from our examination of those books;

c) The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess-is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Referred to in paragraph 3 of our report of even date on the Financial Statements of Hybrid Financial Services Limited (Formerly known as Mafatlal Finance Company Limited) for the year ended 31st March 2013.]

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, the fixed assets have been physically verified by the management in accordance with the programme of verification.

c) The company has not disposed off substantial part of its assets during the year.

2) As explained to us, the repossessed stocks on hire was written off during the earlier year hence there is no inventory as at the year end.

3) The company has neither granted nor taken any loans secured or unsecured to / f rom-companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and Sale of Services. We have not observed any continuing failure to correct major weaknesses in such internal controls. There are no transactions of purchase of inventory and sale of goods.

5) In our opinion and according to the information and explanations given to us, there are transactions pursuant to contracts/ arrangements referred to in section 301 of the Companies Act, 1956 which required to be entered in to the register maintained under section 301 have been so entered. However, considering the nature of services and in the absence of comparative quotations we are unable to express our opinion on reasonableness of the price.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit during the year. In respect of matured deposits accepted as Non- Banking Finance Company had been deposited in to escrow account as directed by Reserve Bank of India. No return of fixed deposit had been filed with Reserve Bank of India. The company has now amended its object clause of Memorandum of Association and no longer a non-banking finance company.

7) The company has an internal audit system, carried out by a firm of Chartered Accountants. In our opinion the same commensurate with the size of the Company and the nature of its business.

8) a) In respect of statutory dues;

The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax, cess and any other material statutory dues applicable to it with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax and cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

9) The accumulated losses of the company have exceeded fifty percent of its net worth as at the end of the year. The Company has incurred cash losses during the financial year covered by our audit. The company had incurred cash losses in the immediately preceding financial year also. We are unable to determine the impact of qualifications, which are not quantifiable, on the accumulated losses and the cash losses, if any.

10) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, banks and debenture holders as per the Scheme of

Lompromise ana Arrangements aatea urn juiy ^uu/ or nas agreea with the Banks / Financial Institutions.

11) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

12) Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The Company has held the aforesaid investments in its own name.

13) According to the information and explanation given to us the company has not given guarantees for loans taken by others from banks and financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003, are not applicable.

14) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the Company has not availed any term loans from Banks or financial institutions during the year.

15) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, there were no funds raised on short term basis that have, prima facie, been used during the year for long term investment.

16) According to the information and explanations given to us, the Company has not made any preferential allotment of shares except a preferential allotment to promoters, covered under section 301 of the Companies Act, 1956, of 14,00,000 Equity Shares of Rs.5/- each by conversion of 7,00,000 Preference Shares of Rs.10/- each as approved In the 25th Annual General Meeting held on 13th July 2012. The price at which shares have been issued Is not prejudicial to the interest of the Company.

17) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued.

18) The Company has not raised monies by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003, are not applicable.

19) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

Other clau:es of the order are not applicable to the company for the year.

FOR S. RAMANAND MYAR & CO Chartered Accountants Firm Registration No: 000990N

BINODC. MAHARANA

Partner

Membership No. 056373

Place: Mumbal

Date: 14th May 2013

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of HYBRID FINANCIAL SERVICES LIMITED (FORMERLY KNOWN AS MAFATLAL FINANCE COMPANY LIMITED), as at 31st March 2010, and also the Profit and Loss Account and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 . As required by the Companies (Auditor s Report) Order, 2003, issuedby the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 . Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations subject to Note Nos 7 and 9 of Schedule No. 17 II regarding non receipt of confirmation of certain balances 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 appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this Report are in agreement with the books of account;

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the other notes thereon, gives the information required by the Companies Act, 1956, ( except to the extent of disclosure required to be made under AS-15 with regard to Group Gratuity Scheme) in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT [Referred to in paragraph 3 of our report of even date on the accounts of Hybrid Financial Services Limited (Formerly known as Mafatlal Finance Company Limited) for the year ended 31st March 2010.]

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year, the fixed assets have been physically verified by the management in accordance with the programme of verification.

c) The company has not disposed off substantial part of its assets during the year.

2) As explained to us, the repossessed stocks on hire was written off during the previous year hence there is no inventory as at the year end.

3) The company has neither granted nor taken any loans secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and Sale of Services. We have not observed any continuing failure to correct major weaknesses in such internal controls. There are no transactions of purchase of inventory and sale of goods.

5) In our opinion and according to the information and explanations given to us, there are transactions pursuant to contracts/ arrangements referred to in section 301 of the Companies Act, 1956 which required to be entered in to the register maintained under section 301 have been so entered. However, considering the nature of services and in the absence of comparative quotations we are unable to express our opinion on reasonableness of the price.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit during the year. In respect of matured deposits accepted as Non- Banking Finance Company has been deposited in to escrow account as directed by Reserve Bank of India. No return of fixed deposit has been filed with Reserve Bank of India. The company has now amended its object clause of Memorandum of Association and no longer a Non-Banking Finance Company.

7) The company has an internal audit system, carried out by a firm of Chartered Accountants. However considering the size of the Company and the nature of its business, in our opinion scope and coverage of the system needs to be enhanced.

8) In respect of statutory dues:

a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax and Cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable, except for the following :

Name of the Nature of Amount Period to which Due Statute Dues (Rs.) the amount Date relates

Haryana General Sales Tax Act, 1973. Sales Tax 241/- 1998-1999 Assessment Order dated Dece mber 2002

Madhya Pradesh Commercial Tax Act, 1974. Sales Tax 14,737/- 1999-2000 Assessment Order dated 30.04.03

Gujarat Sales Tax Act, 1969. Sales Tax 1,635/- 2000-2001 Assessment Order dated 24.03.05

West Bengal Sales Tax Act, 1994. Sales Tax 18,991/- 2000-2001 Assessment Order dated 09.08.06

Service Tax Act Service Tax 3,70,800/- As on 30.09.2008 -

Investors Prot ection fund Matured Fixed

Deposit 7,62,000/- 31.03.2009 -



Name of the Date of Payment Statute

Haryana General Sales Tax Act, 1973. Unpaid

Madhya Pradesh Commercial Tax Act, 1974. Unpaid

Gujarat Sales Tax Act, 1969.Unpaid

West Bengal Sales Tax Act, 1994. Unpaid

Service Tax Act Unpaid

Investors Protection fund -



c) According to the information and explanations given to us, details of disputed sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited as on 31st March, 2010 on account of any dispute are given below:

Name of Nature of Amount Period to which Statute the dues (Rs.) the amount relates

Gujarat Sales Tax Act ,1969. Sales Tax 42,992/- 1999-2000

Madhya Pradesh Com mercial Tax Act, 1974. Sales Tax 48,780/- 1995-1996

Madhya Pradesh Co mmercial Tax Act, 1974.Sales Tax 25,491/- 1996-1997

Madhya Pradesh Co mmercial Tax Act, 1974.Sales Tax 31,247/- 1997-1998

Madhya Pradesh Commercial Tax Act, 1974. Sales Tax 33,267/- 2000-2001

West Bengal Sales Tax Act, 1994. Sales Tax 2,654/- 1994-1995

West Bengal Sales Tax Act, 1994. Sales Tax 1,43,788/- 1995-1996

West Bengal Sales Tax Act, 1994. Sales Tax 82,415/- 1996-1997

West Bengal Sales Tax Act, 1994. Sales Tax 44,851/- 1999-2000

Uttar Pradesh Trade Tax Act, 1948. Sales Tax 39,999/- 1999-2000

Uttar Pradesh Trade Tax Act, 1948. Sales Tax 52,713/- 2000-2001

Rajasthan Sales Tax Act, 1994. Sales Tax 20,562/- 1997-1998

Rajasthan Sales Tax Act, 1994. Sales Tax 23,346/- 1998-1999

Income Tax Act, 1961. Income Tax 8,14,51,111/- 1993-1994 to 1998-1999

Foreign Exchange Management Act, Import Duty 6,07,40,000/- 1994-1995

1995-1996

1996-1997

Name of Forum where Statute dispute is pending

Gujarat Sales Tax Act ,1969. Deputy Commissioner Comme rcial Taxes (Appeal- I).

Madhya Pradesh Commercial Tax Act, 1974. Deputy Commissioner of Commercial Taxes

Madhya Pradesh Commercial Tax Act, 1974. Deputy Commissioner of Commercial Taxes

Madhya Pradesh Commercial Tax Act, 1974. Commercial Tax Tribunal

Madhya Pradesh Commercial Tax Act, 1974. Indore High Court.

West Bengal Sales Tax Act, 1994. Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. Deputy Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994. Deputy Commissioner of Commercial Taxes

Uttar Pradesh Trade Tax Act, 1948. Trade Tax Tribunal

Uttar Pradesh Trade Tax Act, 1948. Trade Tax Tribunal

Rajasthan Sales Tax Act, 1994. Deputy Commissioner Appeals.

Rajasthan Sales Tax Act, 1994. Deputy Commissioner Appeals.

Income Tax Act, 1961. Commissioner (Appeals).

Foreign Exchange Management Act, Appellate Tribunal of Foreign Exchange.



9) The accumulated losses of the company have exceeded fifty percent of its net worth as at the end of the year. The Company has not incurred cash losses during the financial year covered by our audit. The company has not incurred cash losses in the immediately preceding financial year also. We are unable to determine the impact of qualifications, which are not quantifiable, on the accumulated losses and the cash losses, if any.

10) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, banks and debenture holders as per the Scheme of Compromise and Arrangements dated 13th July 2007 or has agreed with the Banks / Financial Institutions.

11) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

12) Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The Company has held the aforesaid investments in its own name.

13) According to the information and explanation given to us the company has not given guarantees for loans taken by others from banks and financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003, are not applicable.

1 4 ) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the Company has not availed any term loans from Banks or financial institutions during the year.

15) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, there were no funds raised on short term basis that have, prima facie, been used during the year for long term investment.

16) According to the information and explanations given to us, the Company has not made any preferential allotment of shares. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003, are not applicable.

17) According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued.

18) The Company has not raised monies by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003, are not applicable.

19) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year. Other clauses of the order are not applicable to the company for the year.

FOR S. RAMANAND AIYAR & CO

Chartered Accountants

Firm Registration No: 000990N

Place: Mumbai

Date : 19th May 2010 BINOD C. MAHARANA

Partner

Membership No. 56373