Prismx Global Ventures Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

PRISMX GLOBAL VENTURES LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of PRISMX GLOBAL VENTURES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the "Standalone Financial Statements").

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 Companies Act, 2013 (the "Act”) in the manner so required and give a true an d fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit, total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SA”s) specified under section 143(10) of the Act. 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 ("ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

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.

Key Audit Matter	How our audit addressed the key audit matter
1 Valuation of Unlisted Equity Investments As disclosed in Note No. 6 of the Standalone financial statements, the Company holds investments in unlisted equity shares amounting to ^ 552 lakhs, which includes ^10.25 lakhs in a subsidiary company accounted for at cost in accordance with Ind AS 27. The remaining investments comprise ^463.84 lakhs valued based on a valuation report obtained from a registered valuer and ^77.91 lakhs valued using Net Book Value (NBV) as certified by the Company''s management. The determination of fair value for these unlisted investments involves significant management judgment in selecting valuation methodologies and inputs, particularly where NBV is used without an independent valuation. While management is responsible for the preparation and fair presentation of these financial statements, including the determination of fair values, our responsibility is to assess the reasonableness of the assumptions and methodologies used. Due to the materiality of these investments and the subjectivity involved in their valuation, this matter was considered significant in the context of our audit and accordingly identified as a key audit matter.	Our audit procedures included: • Assessing whether the investment in the subsidiary is appropriately carried at cost in line with Ind AS 27. • Reviewing the valuation report prepared by the registered valuer for the investments valued at ^463.84 lakhs, focusing on the valuation techniques applied and key inputs used. • Obtaining an understanding of the basis adopted for valuing ^77.91 lakhs of investments using NBV and assessing whether such basis is consistent with the fair value measurement principles under Ind AS 113. • Evaluating the adequacy of the disclosures made by the management with respect to the valuation techniques and significant judgments involved. We have not performed an independent valuation of these investments. Our audit procedures were designed to assess the reasonableness of the management''s estimates and to determine whether the investments are fairly presented in the financial statements as a whole.
2 Non-availability of Loan Confirmations As at March 31, 2025, the Company has outstanding loan receivables amounting to ^1,330.60 lakhs from various borrowers. Of this, the Company was unable to obtain direct balance confirmations from borrowers for amounts aggregating ^221.82 lakhs. The absence of third-party confirmations increases the risk of potential misstatement relating to the existence and recoverability of these balances. The assessment of recoverability in such cases involves significant management judgment, particularly where no independent evidence is available. Due to the materiality of the amount and the inherent estimation uncertainty involved, we considered this to be a key audit matter.	The management is responsible for assessing the recoverability of these receivables and ensuring appropriate presentation in the financial statements. Our audit procedures were limited to: • Reviewing the internal controls and procedures adopted by the Company for granting and monitoring loans; • Performing selective alternative procedures such as review of subsequent receipts, internal correspondence with borrowers, or board approvals for loan modifications, where available; • Discussing with management the reasons for nonavailability of confirmations and evaluating their assessment of recoverability; We have not independently verified the balances in absence of external confirmations and our audit procedures were limited to the information and records made available to us by the management. Accordingly, our conclusion is based on

	management representations and available internal evidence, and no assurance is expressed on individual loan balances.
3 Write-off of Loan Receivables During the Year During the financial year ended March 31, 2025, the Company recognized write-offs of loan receivables amounting to ^196.68 lakhs in the Statement of Profit and Loss. These write-offs were based on management''s internal assessment of the recoverability of the underlying loan portfolio. The determination of such write-offs involves significant judgment by the management in evaluating the borrower''s creditworthiness, expected cash flows, and other qualitative factors. Given the materiality of the amount and the estimation uncertainty involved, we considered this a key audit matter.	The assessment of loan recoverability and the decision to write off such balances is a management judgment, supported by internal evidence and analysis. Our audit procedures in respect of this matter were limited to • Evaluated the reasonableness of the management''s assumptions and judgments in determining the recoverability of the loans that were written off. • Discussing with management the rationale behind the decision to write off the loan and whether the timing and amount of the write-off were appropriate. • Tested the aging analysis of receivables, evaluated the assumptions used by management in determining the provision for bad debts, and reviewed subsequent receipts from debtor. We did not perform an independent assessment of the creditworthiness of each borrower or a valuation of recoverable amounts. Our procedures were restricted to assessing the reasonableness of the methodology adopted by management, based on the information provided to us. Accordingly, our comments are based on management''s representations and supporting documentation made available during the course of the audit.
4 Valuation Loss on Acquisition of Unlisted Equity Shares During the year, the Company acquired 5,62,500 equity shares of an unlisted company for a total consideration of ^18.00 crore, partly through loan conversion and partly by payment. No independent valuation was obtained at the time of purchase to support the share price of ^320 per share. At year-end, the Company obtained a valuation report from a registered valuer (appointed by the investee company), which estimated the fair value at ^82.46 per share. The resulting difference of ^1,336.21 lakh was recorded in Other Comprehensive Income (OCI) as per Ind AS 109 and Ind AS 113. This matter was significant due to the size of the investment, the lack of independent valuation at acquisition, and the large fair value loss later recorded.	How our audit addressed the matter, We: • Reviewed documents relating to the share acquisition and settlement. • Checked if the accounting complied with Ind AS 109 and 113. • Evaluated the year-end valuation report and the independence of the valuer. • Assessed key valuation assumptions but did not express an opinion on the valuation figure. • Verified that disclosures in the financials were adequate and as per Ind AS. We draw attention to the fact that, Valuation is the responsibility of management. Our work was limited to checking compliance with Ind AS and adequacy of disclosures, based on the information provided.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder''s Information, but does not include the consolidated financial st atements, Standalone Financial Statements and our auditor''s report thereon.

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.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the prepa ration of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS 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 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 Standalone Financial Statements 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 is responsible for assessing the Company''s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Company''s Board of Directors is 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 Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

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

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial 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 Standalone Financial Statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Compan y''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, based on our audit 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, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in para (vi) of clause (i) below on reporting under Rule 11(g) of the Rules

g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements, If any.

ii. The Company has made provision as required under applicable law or accounting standards for material foreseeable losses. If any, on long-term contracts including derivative contracts to the standalone financial

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, If any.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guar antee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. 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 31st March 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.

For BANSAL GOURAV & ASSOCIATS Chartered Accountants FRN: 155908W

Sd/-

CA. Gourav bansal Proprietor

Membership No. 169915

Date: 28/05/2025

UDIN: 25169915BMIMYP4822

---

Mar 31, 2024

PRISMX GLOBAL VENTURES LIMITED.

Report on Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of PRISMX GLOBAL VENTURES LIMITED (the “Company”), which comprise 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 the Statement of Cash Flows for the year ended on that date and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the “Standalone Financial Statements”).

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 Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its loss, total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. 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 (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

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.

Key Audit Matter	How our audit addressed the key audit matter
The Company holds investments in unlisted equity shares (Other than Investment in Subsidiary) amounting to ^ 377.91 Lakh as of 31/03/2024. These investments are valued at cost in accordance with Ind AS 109: Financial Instruments, as there is no active market for these securities and their fair value cannot be reliably measured. The valuation of these unlisted equity shares at cost is significant to the financial statements due to the judgment involved in determining whether cost is an appropriate proxy for fair value and assessing any potential impairment indicators. Given the inherent uncertainty in estimating the fair value of unlisted equity shares, the potential impact on the financial statements, and the judgment required in the impairment assessment, this has been identified as a key audit matter.	Our audit procedures to address this key audit matter included, but were not limited to • Obtaining an understanding of the Company''s process for identifying and valuing unlisted equity investments and assessing the appropriateness of the accounting policies applied • Evaluating the rationale behind management''s decision to value the unlisted equity shares at cost, including a review of any available financial information about the investee companies and their industry • Assessing the Company''s impairment testing process, including reviewing the criteria used by management to identify any indicators of impairment Based on the audit procedures performed, we found management''s approach to valuing unlisted equity shares at cost, to be reasonable.
As of 31st March 2024, the Company has provided loans amounting to ^ 2737.06 Lakh to various borrowers. During the audit, we noted that the Company was unable to obtain direct balance	Our audit procedures to address this key audit matter included : • Evaluating the processes and controls in place for monitoring and managing the loans given,

	confirmations of ^ 689.05 Lakh. The non-availability of these confirmations presents a significant risk to the accuracy and completeness of the loan balances reported in the financial statements. The lack of independent confirmation increases the risk of misstatement regarding the existence and recoverability of these loans. The assessment of the recoverability of these loans involves significant judgment by management, particularly in the absence of direct confirmation, making this a key audit matter.	including follow-up procedures for obtaining confirmations • performing alternative audit procedures such as examining subsequent cash receipts from borrowers • Discussing with management the reasons for the non-availability of confirmations and the potential impact on the valuation of the loans Based on the audit procedures performed, we found that management''s assessment of the recoverability of the loans were reasonable. However, the situation remains a significant area of focus for future audits.
	During the financial year ended March 31, 2024, the Company recognized a significant amount of loan receivables write-offs of Rs 444.13 Lakh and trade receivables write-offs of Rs 123.26 Lakh in the profit and loss account. The decision to write off these amount was based on the management''s assessment of the recoverability of the loan portfolio and trade receivables. Given the materiality of the write-offs and the significant judgment involved in determining the recoverability of the loans and trade receivables this was considered a key audit matter	Our audit procedures to address this matter included, but were not limited to, the following • Evaluated the reasonableness of the management''s assumptions and judgments in determining the recoverability of the loans that were written off. • Discussing with management the rationale behind the decision to write off the loan and whether the timing and amount of the write-off were appropriate. • Tested the aging analysis of receivables, evaluated the assumptions used by management in determining the provision for bad debts, and reviewed subsequent receipts from debtor. Based on the procedures performed, we have assessed the appropriateness of the loan and trade receivables write-offs in the financial statements.

Information other than the Financial Statement 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 Management discussion and Analysis, Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s information, but does not include the standalone financial and our auditor''s report there on.

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 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 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS 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 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 Standalone Financial Statements 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 is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors is 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 Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

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

• Identify and assess the risks of material misstatement of the standalone 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 financial 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 Standalone Financial Statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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 Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Orde

2 As required by Section 143(3) of the Act, based on our audit 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 except for the matters stated in the paragraph (i)(vi) below on reporting under Rule 11(g);.

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

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) The modification relating to the maintenance of accounts and other matters connected therewith

are as stated in the paragraph (b) above on reporting under Section 143(3) (b) and paragraph (i)(vi) below on reporting under Rule 11(g)

g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements, If any.

ii. The Company has made provision as required under applicable law or accounting standards for material foreseeable losses. If any, on long-term contracts including derivative contracts to the standalone financial

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, If any.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or

the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our Based on our examination, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 wherein the

accounting software did not have the audit trail feature (Edit log facility) enabled throughout the year. As per information and explanation given to us, The Company is in the process of evaluating options for implementing audit trail feature in the accounting software for maintaining its books of account to comply with the prescribed requirements.

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 year ended March 31, 2024.

For Bansal Gourav & Associates Chartered Accountants Firm Registration Number:

0155908W

SD/-

Gourav Bansal Proprietor

Membership No. 169915

PLACE : MUMBAI DATE : 28th May, 2024

UDIN : 24169915BKFMFM6136

---

Mar 31, 2018

Independent Auditors’ Report_

To the Members of Gromo Trade & Consultancy Limited Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Gromo Trade & Consultancy Limited (‘the Company’), which comprise the balance sheet as at 31st March 2018, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended 31st March 2018 and a summary of the significant accounting policies and other explanatory information (herein after referred to as "Standalone financial statements”).

Management''s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements 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 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.

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 Standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount sand the disclosures in the Standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone 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 Standalone financial statements that give at true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Standalone financial statements.

We are also responsible to 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 the auditor’s report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone 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 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of the affairs of the Company as at 31st March 2018, and its profits 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, 2016 ("the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the 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, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

(e) On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 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”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any foreseeable losses; and

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

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.

(ANNEXURE -A TO THE AUDITORS'' REPORT)

The annexure referred to in our independent auditors'' report to the members of the company on the standalone financial statements for the year ended 31^st March 2018, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of one years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) There are no immovable properties held by the Company.

(ii) (a) There are no inventories held by the Company.

(iii) (a) The Company has granted loans to one party covered in the register maintained under section 189 of the Companies Act,2013 (‘the Act’),

(b)In the case of the loans granted to any parties in the register maintained under section 189 of the act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(ii) (b) of the order is not applicable to the company in respect of payment of the principal amount.

(c) There are no overdue amounts for period of more than ninety days in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with provision of section 185 and 186 of Act, with respect to the loan and investment made.

(v) The Company has not accepted any deposits during the year within the meaning of the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records under section148 (1) of the Act, for any of the services rendered by the Company

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is regular in depositing undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues with the appropriate authorities.

As explained to us, the Company did not have any dues on account of sales tax, wealth tax, duty of customs, value added tax, employees'' state insurance and duty of excise.

(b) According to the information and explanation given to us, there is no dispute pending in respect of dues of provident fund/sales tax/wealth tax/service tax/custom duty/excise duty/cess/value added tax, were in arrears as at 31^st march, 2018 for a period of more than six month from the date they became payable. According to the records of the Company, income-tax

Name of the	Nature of	Amount	Period to	Form where the
Statute	dues	(Rs in	which it	Dispute is pending
		lakhs)	relates
Income Tax Act, 1961	Income tax dues	14,60,440	A.Y. 2015-16	CIT Appeals

(viii) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) Based upon the audit procedure performed for purpose of reporting the true and fair view of the Financial Statements 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.

(xi) According to the information and explanations given to us and based on our examination of the record of the Company, managerial remuneration has been paid/provided in accordance with the requisite approvals .

(xii) In our opinion and according to the information and explanations given to us, the company is not Nidhi Company. Accordingly paragraph 3(xii) of Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone financial statements as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us and based on our examination of the record of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the provisions of the section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the company.

(ANNEXURE -B TO THE AUDITORS'' REPORT)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Gromo Trade & Consultancy Limited (''the Company'') as of 31st March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note”) issued by the Institute of Chartered Accountants of India (the "ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 information, as required under the Act

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at march 31,2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the guidance note on audit of internal financial control over financial reporting issued by the Institute of Chartered Accountant of India.

FOR R SONI & COMPANY

Chartered Accountants

Firm''s Registration Number: 130349W

Sd/-

RAJESH SONI Partner

Membership No.133240

Place: Mumbai

Date- 30/05/2018

---

Mar 31, 2014

We have audited the accompanying financial statements of KAMALAKSHI FINANCE CORPORATION LIMITED ("the Company"), which comprises the balance sheet as at 31 st March 2014, the statement of profit and loss of the Company for year then ended, the cash flow statement of the Company for the year then ended and a summary of signifi cant 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) o f 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 o f 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 sufficie nt 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 a true and fair view in conformity wi th 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 2014;

(i) in the case of the statement of profit and loss account, thfe loss for the year ended on that date; and

(ii) in the case of the cash flow statement, of the cash flows for the year ended on that date. Emphasis Matter :

Note 24 Provision for diminution of investment not provided in accounts.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by lawvehbaeen 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 Flo w 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 L oss and Cash Flow Statement comply with the Accounting Standards except note 25 referred to in sub section (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the di rectors as on 31st March 2014, and taken on record by the Board of Directors, none of the director s is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of su b-section (1) of section 274 of the Companies Act, 1956.

Referred to in paragraph 3 of our report of even date on the Ac counts for the year ended 31st March 2014 of KAMALAKSHI FINANCE CORPORATION LIMITED.

1. (a) As explained to us, the Company has maintained proper re cords showing full particulars including quantitative details and situation of fix ed Assets.

(b) All the assets have been physically verified by the management at the end of the financial year, which in our opinion is reasonable having regar d to the size of the Company and the nature of its assets. According to the informat ion and explanations given to us, no material discrepancies were noticed on such verification.

(c) As per the records and as explained to us, the Company has not disposed off any substantial or major portion of fixed assets during the year.

2. (a) As explained to us, the inventories held by the Company were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the informatio n and explanations given to us, the procedure of physical verification of inventories followed by t he management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanat ions given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to the information and explanations given to us, the Company has granted loans to a party listed in the Register maintained under sect ion 301 of the companies Act, 1956. The maximum amount involved during the year is 1.02 Crore and the year end balance is Rs. NIL.

(b) In our opinion and according to the information and explan ation given to us such loan is interest free and other terms and conditions on which loan have been given are not prima facie prejudicial to the interest of the Company

(c) The said loan has repaid during the year.

(e) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act 1956. Hence clause (f) and (g) not applicable.

4. In our opinion and according to the information and explana tions given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

5. In our opinion and according to the information and given to us, there are no contracts or arrangement referred to in section 301 of the Comp anies Act, 1956 that need to be entered in the Register required to be maintained under t hat section. Hence, clause (v-b) of paragraph 4 of the Order is not applicable.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during t he year to which the directive issued by the Reserve Bank of India and the provision s of sections 58A and 58AA of the Companies Act,1956 and the rules framed there under are applicable.

7. The Company has adequate internal check and audit procedures implemented in the Course of the day - to - day functioning. However, no internal audit as such has been conducted.

8. The Company is not covered under section 209(1)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2014 for a period of more than six months from the date they became payable.

10. The Company has not accumulated losses but incurred cash lo ss during the current financial year.

11 In our opinion and according to information given to us, the Company not defaulted in repayment of dues to bank, financial institution, and debenture holder.

12 In our opinion and according to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures & other securities.

13 In our opinion, the Company is not a chit fund or a niche mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to this Company.

14 In our opinion and according to information given to us, the Company is dealing or trading in shares or securities. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares or securities are in the process of transfer.

15 In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16 In our opinion and according to the information and explanatiigiven to us, the Company has not raised term loans during the year under audit.

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds r aised on short-term basis have been used for long-term investment.

18 The Company has made preferential allotment of shares to partie s and companies covered in the register maintained under section 301 of the Act during the year which is not prejudicial to the interest of the company.

19 The Company has not issued any debenture during the year.

20 The Company has not raised money through a public issue during the year.

21 On the basis of the audit procedure carriedaliobyusexpdanribDns given by the management, we state that no fraud on or by the Co mpany has been noticed or reported during the course of our audit.

For R Soni & Co. Chartered Accountants FRN 130349W

(Sd/-) Rajesh Soni Partner MNo 133240 Mumbai, May 15, 2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of KAMALAKSHI FINANCE CORPORATION LIMITED, as at 31st March 2012 and the profit and loss account for the tear ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We Conducted our audit in accordance with the 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 a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As enquired by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4) of the Companies 1956, we enclosed in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. On the basis of audit conducted by us we report as under :

a. We have obtained all information and explanations which, to the best 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 and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of Account.

d. In our opinion, the Balance Sheet and the Profit & Loss Account dealt by this report comply with the mandatory Accounting Standards referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable.

e. In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of Clause (g) of Sub-Section (l)of Section 274 of the Companies Act,1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Account read together with Significant Accounting Policies and other Notes thereon give the information required by the Companies Act, 1956 in the manner so required and present true and fair view, in conformity with accounting principles generally accepted in India:

i) In so far as it relates to the Balance sheet of the state of affairs of the Company as at 31st March, 2012,

ii) In so far as it relates to the Profit & Loss Account of the Profit of the company for the year ended on that date.

iii) In so far as it relates to cash flow statement of the Cash Flow of the Company for the year ended on that date.

Annexure to Auditor''s Report

Referred to in paragraph 2 of our report of even date:

I. In respect of its fixed assets:

1. The company does not have any fixed assets and hence para 4(i) and (ii) of the Order are not applicable.

II. In respect of its inventories:

1. The Company does not have any inventories and hence para 4 (iii) and (iv) of the Order are not applicable.

III. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has granted unsecured loans, to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 0.10 lakhs and year end balance of such loan was Rs. Nil.

b. In absence of any terms and conditions hereto we are unable to comment whether the rate of interest and repayment of principal amount is prima facie prejudicial to the interest of the Company.

c. In absence of any terms and conditions we are unable to comment whether the parties are regular in payment of principal amount and interest thereon.

d. The Company has taken unsecured loan from one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 8.20 lakhs and year end balance of such loan was Rs. 4.00 lakhs.

e. In absence of any terms and conditions hereto we are unable to comment whether the rate of interest and repayment of principal amount is prima facie prejudicial to the interest of the Company.

f. In absence of any terms and conditions we are unable to comment whether the payment of principal amount and interest thereon is regular.

IV. The Company has adequate internal control system commensurate with the size of the company and nature of its business for purchase of assets and inventories and sales of goods.

V. In respect of transaction covered under Section 301 of the Company Act, 1956:

a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance to the contract or arrangement that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us the company has not made any transaction in pursuance to the contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding Rs. 50,00,00/- in respect of any party during the year.

VI. The Company has not accepted any deposit from the public.

VII. There is no internal audit system commensurate with the size and nature of its business.

VIII. The Central Government has not prescribed to maintain cost records and hence para 4(viii) of the Order is not applicable.

IX. In respect of statutory dues:

a) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2012 for a period of more than six months from the date of becoming payable.

b) The Company has no disputed amount payable to Sales tax, Income Tax, Wealth tax or excise Duty Department.

X. The Company has no accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

XI. The Company doesn''t have any loan outstanding to pay, so question of defaulting in payment does not arise.

XII. In our opinion and according to the information and explanation given to us, no loans and advances have been granted during the year by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion, the Company is not a chit fund, or a Nidhi / Mutual benefit fund / Society. Therefore, Clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

XIV. The Company has not dealt in trading in shares and securities and hence para (xiv) is not applicable.

XV. The company has not given any guarantee for the loans taken by others from the banks or financial institutions and hence para 4(xv) of the Order is not applicable.

XVI. The Company has not raised any new term loans during the year.

XVII. According to information and explanation given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the company has not utilized any short term funds for long term and vice versa.

XVIII. During the year the company has not made any preferential allotments of shares to parties and cornpones covered in the register maintained under section 301 of the Companies Act, 1956.

XIX. The company has not issued any debentures and hence para 4(xix) of the order is not applicable.

XX. The company has not raised any money by way of public issues during the year.

XXI. In our opinion and according to information and explanation given to us, no frauds on or by the company has been noticed or reported during the year that causes the financial statement to be materially misstated.

FOR RAMESH M. SHETH & ASSOCIATES

Chartered Accountants

FRN 111883W

Place: Mumbai

Date: 13/08/2012 (M.R. SHETH)

Partner

Membership No. 101598