Auditor Report of Amrapali Fincap Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of financial statements of
AMRAPALI FINCAP LIMITED (“the Company”], which comprise the Balance Sheet as at 31st
March 2024, the Statement of Profit and Loss and Cash Flow Statement for the year then ended,
and a summary of significant accounting policies and other explanatory information.

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
(the ''Act''] in the manner so required and give a true and fair view in conformity with the
accounting standards prescribed under section 133 of the Act and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31^st March 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 specified under section
143(10] of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Companies Act,
2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.

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

The Company''s 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 including Annexure to Board''s Report, but does not include the
financial statements and our auditor''s report thereon. These reports are expected to be made
available to us after the date of our auditor''s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information 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 read the other information included in the above reports, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those charged
with governance and determine the actions under the applicable laws and regulations.

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
Act with respect to the preparation of these standalone 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 Accounting
standards referred to in section 133 of the Act, as applicable. 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.

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

Auditor''s Responsibility

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 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
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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
financial statements.

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.

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 terms of section 143(11) of the Act, we give in “Annexure
A”, a statement on the matter specified in the paragraph 3 and 4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act, 2013, 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 purpose 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 Statement of Profit and Loss including Statement of Cash
Flow dealt with this report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statement comply with the Accounting
Standards specified under Section 133 of Act, read with relevant rule issued there
under.

e. On the basis of 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 operating effectiveness of such controls, referred to
our separate report in “Annexure B".

g. With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of section 197(16] of the Act, as 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.

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

(a] The Company has disclosed the impact of pending litigations as at 31 March
2024 on its financial position in its standalone financial statements - Refer
Note (vii) of Annexure - A to the standalone financial statements

(b] The Company did not have any long-term and derivative contracts as at March
31, 2024.

(c] There has been no delay in transferring amounts, required to be transferred,
the Investor Education and Protection Fund by the Company during the year
ended March 31, 2024.

(d) The management has;

(i) represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in
any other persons or entities, including foreign entities
(“Intermediaries”),with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

(ii) represented, that, to the best of its knowledge and belief, no funds have
been received by the Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (d) (i) and (d) (ii) contain any
material mis-statement, as shown in note no. 29 & 30 in notes forming part of
financial statements.

(e) The company has not neither declared nor paid any dividend during the year
under Section 123 of the Act.

(f) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

Further, during the course of our audit we did not come across any instance of
the audit trail feature being tampered with. As proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31, 2024.

For B B Gusani & Associates,

Chartered Accountants

Bhargav B. Gusani
Proprietor
M. No. 120710

FRN: 0140785W Date:27-05-2024

UDIN: 24120710BJZWDG4320 Place: Jamnagar

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Mar 31, 2016

To

The Members of Amrapali Fincap Limited

Report on the Financial Statements:

We have audited the accompanying Financial Statements of Amrapali Fincap Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016 the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2016, and a summary of significant accounting policies and other explanatory information for the year ended as on March 31, 2016.

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 and presentation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 responsible 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.

Auditors'' Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 company''s directors as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; of the state of affairs of the company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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 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 purpose 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, 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 written representations received from the directors as on March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, 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 does not have any pending litigations which would impact its financial position except the proceedings before the Hon''ble settlement commission has got abated as per Section 245HA of the I.T. Act, 1961 in pursuance of Settlement Commission order u/s 245D(4) of the Act dated May 31, 2016 and pending search case assessments pending u/s 153A of the I.T. Act, 1961 for A.Y. 2007-08 to 2012-13 and regular assessment u/s 143(3) of the I.T. Act, 1961 for A.Y. 2013-14 and A.Y. 2014-15.

ii. The Company did not have any long-term contract including derivative contracts for which there were any material foreseeable losses; hence the company need not make any provision.

iii. There were no amounts which were required to be transferred to the investor education and protection fund by the Company.

The Annexure referred to in Independent Auditors'' Report to the members of the company on the standalone financial statements for the year ended March 31, 2016, we report that:

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

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The company does not have any immovable property. Hence paragraph 3(i)(c) of the Order is not applicable.

ii) The physical verification of inventory has been conducted at reasonable intervals by the Management during the year no material discrepancies were noted in the same.

iii) The Company has granted unsecured loan to one company and one party covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The terms and conditions of granting any loan prima facie not prejudicial to the company''s interest.

(b) The repayment principle and interest is regular whenever stipulated.

(c) The amount of overdue is unascertainable due to no stipulation of repayment schedule.

iv) The company has granted loan to one party Amrapali Finance Proprietor Yashwant Thakkar who is a relative of a director which is in contravention of provision of section 185 of the Companies Act 2013. The company has complied with the provisions of section 186 of the Companies Act 2013.

v) The Company has not accepted any deposit from the public.

vi) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company. hence paragraph 3(vi) of the order is not applicable to the company.

vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales-tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material dues were in arrears as at March 31, 2016 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, sales-tax, duty of excise, duty of customs, service tax and value added tax which have not been deposited with the appropriate on account of any dispute.

viii) The company does not taken any loan or borrowed any amount from bank or financial institution. The company has also not raised fund by issue of debentures, hence paragraph 3(viii) of the Order is not applicable to the company.

ix) According to the information and explanations given to us, Company has raised the sum by way of Initial Public Offer and afterwards obtained the approval from the member through postal ballot for vary and/or revise the utilization of the proceeds from the Initial Public Offer of equity shares made in pursuance of the prospectus dated July 14, 2015.

x) According to the information and explanation given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the 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 financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, hence paragraph 3(xiv) of the Order is not applicable to the company.

xv) According to the information and explanation given to us and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the paragraph 3(xv) of the order is not applicable.

xvi) The company''s major business activity is of trading in shares & securities in future and option segment and gross turnover of trading in future and option segment is of Rs. 5339.22 crores. The company has also carried out the business of trading in commodity and gross turnover of trading in commodity is of Rs. 65.87 crores. The company has also carried out financing activities for which the Company has filed an application before Reserve Bank of India for granting registration under Section 45-IA of the Reserve Bank of India Act, 1934 on May 13, 2016. The registration is awaited.

We have audited the internal financial controls over financial reporting of Amrapali Fincap Limited ("the Company") as of March 31, 2016 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 issued by the Institute of Chartered Accountants of India (''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 company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act, 2013.

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 controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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 issued by the Institute of Chartered Accountants of India.

For, Dhiren Shah & Co.

Chartered Accountants

FRN: 114633W

Dhiren Shah

Place: Ahmedabad Partner

Date: June 30, 2016 Mem. No. : 035824

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Mar 31, 2015

We have audited the accompanying Standalone financial statements of AMRAPALI FINCAP LTD., which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended March 31, 2015 and a summary of the significant accounting policies and other explanatory information for the year ended on March 31, 2015.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 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 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 amounts and 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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. 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 financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31stMarch,2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 on31st March, 2015taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) The Company is having adequate internal financial control system and same is operating effectively.

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

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; hence the company need not make any provision.

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

Annexure to the Independent Auditor's 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 31st March, 2015, we report that:

i. In respect of its Fixed Assets:

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) All the assets have been physically verified by the management during the period as per the regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii. In respect of its inventories:

a) The management has conducted physical verification of inventory at reasonable intervals.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification by the management.

iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

a) The Company has granted unsecured loan to one Company covered in the register maintained u/s 189 of the Act.

b) In the case of the loans granted to the body corporate in the register maintained under section 189 of the Act, the borrower is regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment and the loans are repayable on demand. Accordingly, paragraph 4 iii. C) of the order is not applicable to the Company in respect of repayment of the principal amount.

c) As per information and explanation given to us the loans are repayable on demand, hence there are no overdue amounts of more than rupees one lakh in respect of the loans granted to the body corporate as mentioned in registered under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchases of inventory, fixed assets and with regard to sale of goods, and services. During the course of our audit, no major weakness has been noticed in internal control system.

v. The Company has not accepted any deposit from public.

vi. We are informed that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act for any products of the Company.

vii. In respect of statutory dues:

a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, duty of Custom Duty, Duty of Excise; Value added tax, Cess and other statutory dues with the appropriate authorities.

b) According to the information and explanation given to us, there are no outstanding disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, value added tax or Cess.

c) According to the information and explanations given to us, there is no amount which are required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

viii. In our opinion, the Company has no accumulated losses. During the financial year covered by our audit, Company has not incurred cash losses.

ix. The Company has not taken any loan from any financial institutions and bank and the Company has not raised the fund by issue of debentures hence paragraph 3(ix) of the order is not applicable to the Company.

x. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank financial institutions.

xi. The Company has not taken any term loan during the year. Accordingly paragraph 4(xi) of the order is not applicable to the Company.

xii. Based upon the audit procedures performed and information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Dhiren Shah & Co, Chartered Accountants Firm Reg No. 114633W

Place: Ahmedabad Date : 04/09/2015

Dhiren Shah

Partner

Memb. No. – 035824