Usha Financial Services Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the financial statements of
USHA FINANCIAL SERVICES LIMITED (“the
Company”), which comprise the balance
sheet as at March 31,2025, the statement of
profit and loss, and statement of cash flows
for the year then ended, and notes to the
financial statements, including a summary of
significant accounting policies and other
explanatory information.

BASIS OF OPINION:

We conducted our audit in accordance with
the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act,
2013. Our responsibilities under those
Standards are further described in the
“Auditor’s Responsibilities for the Audit of the
Financial Statements” section of our report.
We are independent of the Company in
accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of
India together with the ethical requirements
that are relevant to our audit of the financial
statements under the provisions of the
Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other
ethical responsibilities in accordance with
these requirements and the Code of Ethics.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.

1.We draw attention to note no. 37 in the
financial statement where the Company
has given multiple unsecured loans to two
borrowers. The total amount of loan
outstanding for these borrowers as at
March 31, 2025, is Rs. 445.25 Lakhs and
Rs. 247.17 Lakhs respectively and the EMI
for these loans remain unpaid for the
period from 602 days to 619 days. As at
March 31,2025, the Company has already
created a provision for 20% of these
outstanding amounts basis its provisioning
policy. As at March 31, 2025, none of the
above debts crossed the threshold for 630
days for 100% provisioning. However, all
these debts crossed that threshold before
the date of these financial results. The
debt should therefore be categorized as
doubtful and the provisioning for 100% of
the amount should be created by the
company and the profits should be
adjusted accordingly.

However, the management of the
Company is of the opinion that the RBI
provisioning needs to be carried out
based on the outstanding as at particular
date and as at March 31,2025, the debt is
not overdue for more than 630 days. Thus,
100% provision as per RBI norms cannot
be created for this amount.

Moreover, as per management view,
based on facts that the company received
EMI in the month of May’2025, this is not
a loss asset as the borrower has started
paying his EMI and the debt is expected to
be regularized. Thus, 100% provision for
the total outstanding amount (after
adjusting for one EMI received in
May’2025) has not been created by the
management for these outstanding loans.

2. We draw attention to note no. 37 in the
financial statement where the Company
has given secured loans to the borrower.
The total amount of loan outstanding for
this borrower as at March 31, 2025, is Rs.
1212.46 Lakhs which were given by the
Company during the FY 2024-25.

The Insolvency proceedings have been
initiated against this Company on Feb 20,
2025. As at March 31, 2025, the EMI for
these loans remain unpaid for the period
from 93 days to 125 days. The
management of the Company is expected
to get a favorable recovery of the amount
through the resolution process of the
borrowers and till the time the resolution
process is finalized, the management is
creating provisioning for these amounts’
basis the RBI applicable norms & its
provisioning policy.

Our opinion is not modified in respect of
these matters.

OTHER INFORMATION:

The /Company’s Board of Directors is
responsible for the other information. The
other information comprises the information
included in the annual report but does not
include the financial statements and our

The annual report is expected to be made
available to us after the date of this
auditor''s report.

///k//////

Our opinion on the financial statements does
not cover the other information and we will
not express any form of assurance or
conclusion thereon.

In connection with our audit of the financial
statements, our responsibility is to read the
other information identified above when it
becomes available and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements or
our knowledge obtained in the audit, or
otherwise appears to be materially
misstated.

RESPONSIBILITIES OF MANAGEMENT
AND THOSE CHARGED WITH
GOVERNANCE 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
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. This
responsibility also includes maintenance of
adequate accounting records in accordance
with the provisions of the Act for
safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are
reasonable and prudent;

and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of
the accounting records, relevant to the
preparation and presentation of the financial
statements that give a true and fair view and
are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the
Board of Directors is responsible for
assessing the Company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using
the going concern basis of accounting unless
the Board of Directors either intends to
liquidate the Company or to cease
operations, or has no realistic alternative but
to do so.

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

AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS

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

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

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

> Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances. Under
section 143(3)(i) of the Companies Act,
2013, we are also responsible for
expressing our opinion on whether the
company has adequate internal financial
controls system in place and the
operating effectiveness of such controls.

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

> Conclude on the appropriateness of
management’s use of the going concern

---basis of accounting and, based on the

audit evidence obtained, whether a
material uncertainty exists related to
events or conditions that may cast
significant doubt on the Company’s
ability to continue as a going concern.

> If we conclude that a material uncertainty
exists, we are required to draw attention
in our auditor’s report to the related
disclosures in the financial statements or,
if such disclosures are inadequate, to
modify our opinion. Our conclusions are
based on the audit evidence obtained up
to the date of our auditor’s report.
However, future events or conditions may
cause the Company to cease to continue
as a going concern.

> Evaluate the overall presentation,
structure and content of the financial
statements, including the disclosures,
and whether the financial statements
represent the underlying transactions
and events in a manner that 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.

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

1.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
accounts as required by law have been
kept by the company so far as it appears
from our examination of those books.

c. The Balance Sheet, the Statement of
Profit and Loss and the Cash Flow
Statement dealt with by this Report are in
agreement with the books of account

d. In our opinion, the aforesaid financial
statements comply with the Accounting
Standards specified under Section 133 of
the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

e. On the basis of the written
representations received from the
directors as on 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 adequacy of the
internal financial controls over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

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

In our opinion, the managerial remuneration
for the year ended March 31, 2025 has been
paid by the Company to its directors in
accordance with the provisions of section
197 read with Schedule V to the Act;

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

i. The pending litigations has been disclosed by the Company in Note 32 of the financial
statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses. „_. mw//

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other 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. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account which have a feature of recording audit trail (edit
log) facility and that has operated throughout the year for all relevant transactions recorded in
accounting software. During the course of performing our procedures we did not notice any
instance of audit trail feature being tampered with and the audit trail has been preserved by the
Company as per the statutory requirements for record retention.

Chartered Accountants
(Firm Registration No.020266N)

^{Rajat Goyal} Date: 12.05.2025

Membership No.: 503150
UDIN: 25503150BMJBYU9923

---

Mar 31, 2024

We have audited the financial statements of USHA FINANCIAL SERVICES LIMITED ( the
Company”), which comprise the balance sheet as at March 31, 2024, the statement of profit and loss, and
statement of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory informadon

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, and its Profit, and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the
“Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we hav e fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

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

Our opinion on the financial statements does not cover the other information and we will not express any
form of assurance or conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.

When we will read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance 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 financial statements that give a true and fan-
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. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that 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” 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 Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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

f. With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report
in “Annexure B”.

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

In our opinion, the managerial remuneration for the year ended March 31, 2024 has been
paid by the Company to its directors in accordance with the provisions of section 197 read
with Schedule V to the Act;

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

i. The pending litigations has been disclosed by the Company in Note 35 of the
financial statements.

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other 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. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31,2024, which has a feature of recording audit trail (edit log) facility
\*((G5vM\) 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.

vi. 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 preservadon of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31, 2024.

For KRA & Co.

Chartered Accountants

(Firm Registration No.020266N)

Rajat^oyrd^^^^^^

Partner

Membership No.: 503150
UDIN:

Place: Delhi
Date: 05.0^-