Auditor Report of Arman Financial Services Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of Arman Financial Services Limited (“the
Company"), which comprise the Standalone Balance Sheet
as at March 31 2025, the Standalone Statement of Profit and
Loss (including other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash flows for the year then ended, and notes
to the Standalone Financial Statements, including a summary
of Material accounting policies and other explanatory
information (herein after referred to as “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 (“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 2025, and its profit including
other comprehensive income, 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
(SAs) specified under section 143(10) of the Companies Act
2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibility 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 (ICAI) 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
made 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
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.

Key audit matters identified in our audit is in respect of Provision for Expected Credit Losses on loans as follows: Provision
for Expected Credit Losses on loans [Refer Para 3.6 for the accounting policy and Note 3 for the related disclosures]:

Key Audit Matter	| |How our audit addressed the key audit matter
As at March 31, 2025 the Company has Net financial assets	Our audit procedures in relation to expected credit losses
(loans) amounting to 55,272.33 Lakhs. As per Ind AS 109-	were focused on obtaining sufficient appropriate audit
Financial Instruments, the Company is required to recognize	evidence as to whether the expected credit losses recognized
allowance for expected credit losses on financial assets.	in the standalone financial statements were reasonable and
Under Ind-AS framework, the management had to estimate	the related disclosures in the standalone financial statements
the provision for expected credit losses as at March 31,2025.	made by the management were adequate. These procedures
Expected credit loss cannot be measured precisely, but can	included, but not limited, to the following:
only be estimated through use of statistics. The calculation	a) obtaining an understanding of the model adopted by
of expected credit losses is complex and requires exercise	the Company for calculation of expected credit losses
of judgment around both the timing of recognition of	including how management calculated the expected
impairment provisions and estimation of the amount of	credit losses and the appropriateness data on which the
provisions required in relation to loss events. The broader	calculation is based;
macroeconomic situation, including inflation rates, interest	b) testing the accuracy of inputs through substantive
rates, and overall economic growth, has influenced	procedures and assessing the reasonableness of the
the change in the estimation of expected creditlosses.	assumptions used;
Uncertainties in economic conditions and market volatility
compared to previous years have led the management to	c) developing a point estimate by making reference to the
increase the provision by 1071.57 Lakhs for the year ended	expected credit losses recognized by entities that carry
March 31, 2025. Considering the significance of the above	comparable financial assets;
matter to the standalone financial statements and the	d) testing the arithmetical calculation of the expected
substantial judgment involved in the calculation of expected	credit losses;
credit losses, we have identified this as a key audit matter for	e) verifying the adequacy of the related disclosures; and
the current year audit.	f) Obtaining written representations from management whether they believe significant assumptions used in

OTHER INFORMATION

The Company''s Board of Directors are responsible for the
preparation of other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures
to Board''s Report, Corporate Governance and Shareholder''s
Information and other information in the Company''s annual
report, but does not include the Standalone Financial
Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not
cover the other information and we will 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 THE MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company''s Board of Directors are responsible for the
matters stated in section 134(5) of the Companies Act, 2013
(“the Act") with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

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 statement that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the Standalone financial statements, 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 management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are also responsible for overseeing the
company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the 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, specified under
section 143(10) 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 Act, 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 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.

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

(iii) Based on such audit procedures as
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub clause (d) (i) and
(d) (ii) contain any material mis-statement.

e) The Company has not declared or paid any
Dividend during the year as prescribed under
Section 123 of the Companies Act, 2013.

f) Based on our examination which included test
checks, the company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit

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 sub-section (11) of Section 143 of
the Act, we give in “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 of the accompanying
Standalone Financial Statements.

b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
Standalone Financial Statements 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, read with Companies (Indian
Accounting Standards) Rules, 2015 as amended;

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

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

3. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of

the Companies(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

a) The Company has disclosed the impact of pending
litigations as at 31^st March, 2025 on its financial
position in its Standalone Financial Statements
- Refer Note 31 to the Standalone financial
statements.

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

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

d) (i) The management has represented that,

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

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

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

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

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

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

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 audit trail
feature being tampered with. Additionally, the
audit trail has been preserved by the company as
per the statutory requirements for record retention.

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

In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act
and is not in excess of the limit laid down therein.

For, Laxminiwas & Co.

Chartered Accountants
FRN: 011168S

Guharoy Ashish Kumar

Partner

Place: Hyderabad Mem. No. 018659

Date: 29/05/2025 UDIN: 25018659BMOBIK1831

---

Mar 31, 2024

Arman Financial Services Limited

Report on the Audit of the Standalone Financial Statements OPINION

We have audited the accompanying standalone financial statements of Arman Financial Services Limited ("the Company"), which comprise the standalone Balance Sheet as at March 31 2024, the standalone statement of Profit and Loss (including other Comprehensive Income), the standalone statement of changes in Equity and the standalone statement of Cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 31,2024 and its profit, 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 (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibility 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 (ICAI) 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 made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

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.

Key audit matters identified in our audit is in respect of Provision for Expected Credit Losses on loans as follows: Provision for Expected Credit Losses on loans [Refer Para 3.6 for the accounting policy and Note 3 for the related disclosures]

Key Audit Matter	How our audit addressed the key audit matter
As at March 31, 2024 the Company has Net financial assets	Our audit procedures in relation to expected credit losses
(loans) amounting to 40,683.99 Lakhs. As per Ind AS	were focused on obtaining sufficient appropriate audit
109- Financial Instruments, the Company is required to	evidence as to whether the expected credit losses recognized
recognize allowance for expected credit losses on financial	in the standalone financial statements were reasonable and
assets. Under Ind-AS framework, the management had	the related disclosures in the standalone financial statements
to estimate the provision for expected credit losses as at	made by the management were adequate. These procedures
March 31, 2024. Expected credit loss cannot be measured	included, but not limited, to the following:
precisely, but can only be estimated through use of statistics.	a) obtaining an understanding of the model adopted by
The calculation of expected credit losses is complex and	the Company for calculation of expected credit losses
requires exercise of judgment around both the timing of	including how management calculated the expected
recognition of impairment provisions and estimation of the	credit losses and the appropriateness data on which the
amount of provisions required in relation to loss events. The	calculation is based;
broader macroeconomic situation, including inflation rates, interest rates, and overall economic growth, has influenced	b) testing the accuracy of inputs through substantive procedures and assessing the reasonableness of the
the change in the estimation of expected credit losses.	assumptions used;
Uncertainties in economic conditions and market volatility
compared to previous years have led the management to	c) developing a point estimate by making reference to the
increase the provision by 443.59 Lakhs for the year ended	expected credit losses recognized by entities that carry
March 31, 2024. Considering the significance of the above	comparable financial assets;
matter to the standalone financial statements and the	d) testing the arithmetical calculation of the expected credit
substantial judgment involved in the calculation of expected	losses;
credit losses, we have identified this as a key audit matter for	e) verifying the adequacy of the related disclosures; and
the current year audit.	f) Obtaining written representations from management whether they believe significant assumptions used in calculation of expected credit losses are reasonable.

OTHER INFORMATION

The Company''s Management and Board of Directors are 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 Report, Corporate Governance and Shareholder''s Information and other information in the Company''s annual report, but does not include the financial statements and our auditor''s report thereon. The other information is expected to be made available to us after the date of this auditor''s report. Our opinion on the Standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

MANAGEMENT''S RESPONSIBILITIES FOR STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Standalone financial statements, 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 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 RESPONSIBILITIES FOR THE AUDIT OF 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 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 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 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 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 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 year 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 sub-section (11) of Section 143 of the Act, we give in "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 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 paragraph 3(f) below on reporting under rule 11(g);

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 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) 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

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

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the Standalone financial statements.

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

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

d) (i) The management has represented that,

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

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

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

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

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

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

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the

representations under sub clause (d) (i) and (d) (ii) contain any material mis-statement.

e) The Company has not declared or paid any Dividend during the year as prescribed under Section 123 of the Companies Act, 2013.

f) The Company has not used accounting software with an audit trail (edit log) facility. Consequently, we are unable to report whether the audit trail facility has been operated and maintained throughout the year for all transactions recorded in the software, or if the audit trail feature has been tampered with.

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

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

For Talati and Talati LLP

Chartered Accountants FRN: 110758W/W100377

CA Kushal U. Talati

Partner

Place: Ahmedabad UDIN: 24188150BKACVD1584

Date: May 27, 2024 Membership No. 188150

---

Mar 31, 2023

Independent Auditor''s Report

To

The Members of

Arman Financial Services Limited

Ahmedabad

Report on the Audit of the Consolidated Financial Statements
OPINION

We have audited the accompanying Consolidated Financial Statements of Arman Financial Services Limited ("Herein
after referred to as "the Holding Company”), and its Subsidiary - Namra Finance Limited (the Holding Company and its
subsidiary together referred to as "the Group” ) which comprise the Consolidated Balance Sheet as at March 31, 2023,
the Consolidated statement of Profit and Loss (Including other Comprehensive Income), the Consolidated statement for
Changes in Equity and the Consolidated statement of Cash flows for the year then ended, and notes to the Consolidated
Financial Statements, including a summary of significant accounting policies and other explanatory information ("herein
after referred to as "the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the
consideration of reports of other auditor on separate financial statements of a subsidiary - Namra Finance Limited as
were audited by the other auditor, the aforesaid consolidated 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
principles generally accepted in India, of the consolidated state of affairs of the Group, as at 31 March 2023, of its
consolidated profit and other comprehensive loss, consolidated changes in equity and consolidated cash flows for the
year then ended.

BASIS FOR OPINION

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s
Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the
Group 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 Consolidated 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 Code of Ethics. We believe that the audit evidence we have obtained along with the consideration
of audit reports of the other auditors referred to in the "Other Matters” paragraph below is sufficient and appropriate to
provide a basis for our opinion on the Consolidated 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,
Consolidated 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.

MANAGEMENT''S RESPONSIBILITIES FOR
CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company''s Management and the Board
of Directors are responsible for the preparation and
presentation of these consolidated financial statements in
term of the requirements of the Act that give a true and fair
view of the consolidated state of affairs, consolidated profit
/ loss and other comprehensive income, consolidated
statement of changes in equity and consolidated cash
flows of the Group in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (''Ind AS'') specified under section
133 of the Act.

The respective Management and the Board of Directors of
the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of each company and for preventing and detecting frauds
and other irregularities; the selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for

OTHER INFORMATION

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

Our opinion on the consolidated 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 consolidated 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 consolidated financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. When we
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. We have nothing
to report in this regard.

ensuring accuracy and completeness of the accounting
records, relevant to the preparation and presentation of
the consolidated financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose
of preparation of the consolidated financial statements by
Management and the Directors of the Holding Company,
as aforesaid.

In preparing the consolidated financial statements, the
respective Management and the Board of Directors of
the companies included in the Group are responsible for
assessing the ability of each company to continue as a
going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the respective Board of Directors either
intends to liquidate the company or to cease operations,
or has no realistic alternative but to do so. The respective
Board of Directors of the companies included in the Group
are responsible for overseeing the financial reporting
process of each company.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF
CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the Consolidated 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 Consolidated
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 Consolidated 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 Group 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 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 ability of the Group
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 Consolidated 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 Group to cease to
continue as a going concern.

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

• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities of the Holding Company and its Subsidiary
to express an opinion on the Consolidated Financial
Statements. We are responsible for the direction,
supervision and performance of the audit of
financial statements of such entities included in the
Consolidated Financial Statements of which we are the
independent auditors. For the other entities included
in the Consolidated Financial Statements, which have
been audited by other auditors, such other auditors
remain responsible for the direction, supervision and
performance of the audits carried out by them. We
remain solely responsible for our audit opinion.

We communicate with those charged with governance
of the Holding Company and such other entities included
in the Consolidated Financial Statement 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 Consolidated 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.

OTHER MATTER

We did not audit the financial statements of a subsidiary
Namra Finance Limited included in the consolidated
financial Statements, whose financial statements
(before consolidation adjustments) reflects total assets
of C1,67,776.24 Lakhs as at March 31, 2023 and total
revenues (Including Other Income) C33,151.53 Lakhs for
the year ended on March 31, 2023, total net profit after tax
of C6719.76 Lakhs for the year ended March 31,2023, total
comprehensive income of C6356.24 Lakhs for the year
ended on March 31,2023 and net cash outflow of C1973.01
Lakhs for the year ended on March 31,2023, as considered
in the consolidated Financial Statements. The independent
auditor''s report on financial statements of this entity has
been furnished to us and our opinion on the consolidated
financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiary, is
based solely on the report of the other auditors.

Our opinion on the consolidated financial statements, and
our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of
the other auditors.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. With respect to matters specified in paragraph 3 (xxi)
and 4 of the Companies (Auditor''s Report) Order,
2020 ("the Order” or "CARO”), issued by the Central
Government of India in terms of sub- section (11) of
section 143 of the Act, according to the information
and explanations given to us and based on the
CARO reports issued by the respective auditors of
companies included in the consolidated financial
statements, to which reporting under CARO is
applicable, we report as under:

There are no qualifications or adverse remarks in the

Companies (Auditors Report) Order (CARO) reports
of the companies included in the consolidated
financial statements. Accordingly, the requirement to
report on clause 3(xxi) of the Order is not applicable
to the Holding Company.

2. As required by Section 143 (3) of the Act, we report to
the extent applicable 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 of Consolidated
Financial Statements.

b) In our opinion, proper books of account as
required by law relating to preparation of the
aforesaid Consolidated Financial Statements
have been kept so far as it appears from our
examination of those books.

c) The Consolidated Balance Sheet, the
Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the
Consolidated Statement of Changes in Equity,
and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with
the relevant books of account maintained for
the purpose of preparation of Consolidated
Financial Statements;

d) In our opinion, the aforesaid Consolidated
Financial Statements comply with the
Accounting Standards specified under Section
133 of the Act;

e) On the basis of the written representations
received from the directors of Holding Company
as on March 31, 2023 taken on record by the
Board of Directors of the Holding Company,
and the report of the statutory auditor of its
subsidiary company incorporated in India, none
of the directors is disqualified as on March 31,
2023 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
Holding Company and its subsidiary and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure A”; and

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

a) The Consolidated Financial Statement disclose
the impact of pending litigations on its
financial position in its Consolidated Financial
Statements - Refer Note 31 to the Consolidated
Financial Statements.

b) The Group did not have any material
foreseeable losses on long-term contracts
including derivative contracts.

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

d) (i) The management has represented that,

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

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

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

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

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

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

(iii) Based on such audit procedures as
considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub clause
(d) (i) and (d) (ii) contain any material
misstatement.

e) The Company has not declared any Dividend
during the year as prescribed under Section
123 of the Companies Act, 2013.

4. With respect to the matter to be included in the
Auditor''s report under section 197 (16):

In our opinion and according to the information and
explanations given to us and based on the report
of the statutory auditor of a subsidiary company
incorporated in India which was not audited by us,
the remuneration paid during the current year by the
Holding Company and its subsidiary company to
its directors is in accordance with the provisions of
Section 197 of the Act.

For Talati and Talati LLP

Chartered Accountants
FRN: 110758W/W100377

CA Kushal U. Talati

Partner

Place: Ahmedabad UDIN:23188150BGQHGR4698

Date: 30.05.2023 Membership No. 188150

---

Mar 31, 2016

To,

The Members of

ARMAN FINANCIAL SERVICES LIMITED

Ahmedabad

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. 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 ("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 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.

3. Auditor''s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 standalone financial statements.

4. 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:-

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

ii. In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. 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 Companies Act 2013, we give in the Annexure "A” on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

ii. 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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”

(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 financial statements - Refer Note 22 to the financial statements;

ii. The Company did not have any outstanding long-term contracts including derivative contracts as at 31st March, 2016 for which there were any material foreseeable losses; and

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

Annexure “A” to the Auditors Report

Referred to in paragraph 5 (i) of our Report of even date to the Members of ARMAN FINANCIAL SERVICES LIMITED for the year ended 31st March, 2016.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

(c) As explained to us, the title deeds of all the immovable properties are held in the name of the company.

2. In respect of its Inventories :

The company does not have any Inventories and hence clause 3(ii) of the Companies (Auditor’s Report) Order, 2016 is not applicable.

3. In respect of Loans and Advances granted during the year: As per information and explanation given to us, the Company has granted loans to its wholly owned subsidiary company covered under the register maintained under section 189 of the Companies Act, 2013, the year-end balance is amounting to Rs. Nil and the maximum involved during the year was Rs. 1112.35 Lacs.

(a) In our opinion and according to information and explanation given to us, we state that the terms and conditions of the grant of such loans are not prejudicial to the company’s interest.

(b) In our opinion and according to information and explanation given to us, the company is regular in receipt of principal and recovery of interest there on.

(c) In our opinion and according to the information and explanations given to us, there were no overdue outstanding as at 31st March 2016 in respect of Loans and Advances granted during the year.

4. Loans, Investments and guarantees: According to the information and explanation given to us, the company had given loans to its wholly owned subsidiary having the year-end balance of Rs. Nil and the maximum involved during the year was Rs. 1112.35 Lacs and also provided guarantees in respect of loans taken by its wholly owned subsidiary company having the year-end balance of Rs. 5200 lacs and the maximum involved during the year was Rs. 5200 Lacs. In our opinion company had complied with terms and conditions of Section 185 and 186 of the Companies Act 2013.

5. During the year, the company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company. Therefore clauses (v) of companies (Auditor''s Report) Order, 2016 is not applicable.

6. According to the information and explanations given to us, the company is not required to maintain cost records as required by the central government under sub section (1) of section 148 of the Companies Act, 2013. Hence clause (vi) of the (Auditor''s Report) Order, 2016 is not applicable.

7. In respect of Statutory Dues :

(a) According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities applicable to it . According to the information and explanations given to us, no undisputed amounts payable in respect statutory dues were outstanding as at 31st March, 2016 for a period of more than six months from the date they became payable.

(b) According to the records of the company, following dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of dispute.

Name of the Statute	Nature of the Dues	Amount (Rs. In Lacs)	Period to which the amount relates (A.Y.)	Forum Where Dispute is Pending	Remarks, if any
Income Tax Act, 1961	Income Tax	18.05	2013-14	CIT(Appeals)	-

8. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a Financial Institutions, Banks or debenture holders.

9. According to the information and explanations given to us, the company had not raised any money by way of public issue during the year. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, in our opinion, the term loans taken during the year were applied for the purpose for which they were obtained.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company or any fraud on the company by its officer or employees has been noticed or reported during the course of our audit.

11. In our opinion and according to the information and explanations given to us, the company had paid managerial remuneration which is in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of The Companies Act, 2013.

12. In our opinion and according to the information and explanations given to us, the provisions of special statute applicable to chit funds and nidhi / mutual benefit funds / societies are not applicable to the company. Hence, clause (xii) of the Company''s (Auditor''s Report) Order, 2016 is not applicable.

13. In our opinion and according to the information and explanations given to us, the transactions entered by the company with related parties are in compliance with the provisions of section 177 and 188 of The Companies Act, 2013 and details thereof are properly disclosed in the financial statements.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review hence provisions of sections of 42 of the Companies Act, 2013 are not applicable.

15. The company had not entered in to any non-cash transactions with the directors or persons connected with him during the year, hence section 192 of the Companies'' Act , 2013 is not Applicable. And clause (xvi) of Company''s (Auditor''s Report) Order, 2016 is not applicable.

16. In our opinion and according to the information and explanation given to us the company is required to be registered under section 45-IA of Reserve Bank of India Act, 1934, and registration certificate for the same has been obtained.

We have audited the internal financial controls over financial reporting of ARMAN FINANCIAL SERVICES LIMITED as of 31st March 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Annexure "B" to Independent Auditor''s Report

Referred to in paragraph 4(ii)(f) of our Report of even date to the Members of ARMAN FINANCIAL SERVICES LIMITED for the year ended 31st March, 2016.

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

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. 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 Companies 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 31st March 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, J. T. Shah & Co.

Chartered Accountants

FRN No. 109616W

J. J. Shah

Place : Ahmedabad Partner

Date : 20.05.2016 M. No. 45669

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

2. 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 ("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 and cash fows 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.

3. Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 standalone financial statements.

4. 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:-

i In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

iii. In the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

ii. 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.(Refer Note 21)

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.

Annexure to the Auditors Report

Referred to in paragraph 5 (i) of our Report of even date to the Members of ARMAN FINANCIAL SERVICES LIMITED for the year ended 31st March, 2015.

1. In respect of Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

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

2. In respect of its Inventories :

The company does not have any Inventories and hence clause 4(ii) of The Companies (Auditor's Report) Order, 2015 is not applicable.

3. In respect of Loans and Advances granted during the year.

As per information and explanation give to us , the Company has granted loan to its wholly owned subsidiary company covered under the register maintained under section 189 of the Companies Act, 2013, the yearend balance is amounting to Rs,64.49 Lacs and the maximum amount involved during the year was Rs,1236.82 Lacs.

a. In our opinion and according to the information and explanations given to us, the Company is regular in receipt of principal and recovery of interest there on.

b. In our opinion and according to the information and explanations given to us, there were no overdue outstanding as at 31st March 2015 in respect of Loans and Advances granted during the year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases fixed assets and rendering of services. The activities of the company do not involve purchase of inventory and sale of goods. During the course of our audit, no major continuing failures to correct major weaknesses has been observed.

5. During the year, the company has not accepted any deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company. We are informed that no order has been passed by company Law Board (CLB) or National Company Law Tribunal (the NCLT) or Reserve Bank of India or any court or any other tribunal.

6. As per the information and explanation provided to us the company is not required to maintain the cost records as per the provisions of Companies(Cost Records and Audit) Rules, 2014, hence Clause (vi) of the Companies (Auditor,s Report) Order,2015 is not applicable to the company.

7. In respect of Statutory Dues :

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees, state insurance, income tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues.

-b. According to the information and explanations given to us, There were no undisputed statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except following.

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.) Amount (Rs, In Lacs)

Income Tax Act, 1961 Income Tax 2009-10 1.97

Total 1.97

c. According to the records of the company, no dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of disputes.

d. According to the records of the company there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company has no accumulated losses and has not incurred any cash losses during the financial year under review or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the Financial Institutions, Banks or Debenture Holders.

10. In our opinion and according to the information and explanations given to us, the Company has given Corporate guarantee of Rs,3800 Lacs for loans taken by its wholly owned subsidiary company from banks or financial institutions and they are not prima facie prejudicial to the interest of the company.

11. According to the information and explanations given to us, during year under review the company has applied the term loans for the purpose for which the loans were obtained.

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

For, J. T. Shah & Co.

Chartered Accountants

FRN No. 109616W

J. J. Shah

Place : Ahmedabad Partner

Date : 14.05.2015 M. No. 45669

---

Mar 31, 2014

We have audited the accompanying financial statements of ARMAN FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' 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 but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii In the case of the Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the 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 law have been kept by the Company so far as appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) The Company does not have Inventory, therefore the provisions of clause 4(ii) of the Companies (Auditor's Report) order, 2003 is not applicable to the Company.

3) 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. As per the information and explanation given to us, the Company has granted loan to one company covered under the register maintained under section 301 of the Companies Act, 1956. The year end balance is amounting to Rs. 114.72 Lacs and the maximum amount involved during the year was Rs. 2270.80 Lacs.

b. In our opinion and according to the information and explanations given to us, in case of loans granted during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

c. In our opinion and according to the information and explanations given to us, the Company is regular in receipt of principal and interest there on.

d. In our opinion and according to the information and explanations given to us, the Company is regular in recovery of principal and interest there on.

e. During the year under audit, there are eleven such parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. 10.09 Lacs and the maximum amount involved during the year was Rs. 195.47 Lacs.

f. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

g. In our opinion and according to the information and explanations given to us, the Company is regular in repayment of principal and interest there on.

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

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues of sales tax, income tax, customs, wealth-tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.)

Income Tax Act, 1961 Income Tax 2011-12

Name of the Statute Amount (Rs. In Lacs) Forum where dispute is pending

Income Tax Act, 1961 5.71 Commissioner of Income Tax (Appeal)

Total 5.71

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion, the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable.

15) According to the information and explanations given to us, the Company has given guarantee of Rs. 2200 Lacs for loans taken by its subsidiary from bank or financial institutions, the terms and conditions whereof in our opinion are not pramia-facia prejudicial to the interest of the Company.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

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 raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, each of transaction has been made at price, which is not prejudicial to the interest the Company.

19) The Company has not issued any Secured Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

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

For, J. T. Shah & Co. Chartered Accountants, [Firm Regd. No. 109616W]

Place : Ahmedabad (J. J. Shah) Date : 12/05/2014 Partner [M. No. 45669]

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

ii In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii In the case of the Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the 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 law have been kept by the Company so far as appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

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

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) The Company does not have Inventory, therefore the provisions of clause 4(ii) of the Companies (Auditor''s Report) order, 2003 is not applicable to the Company.

3) 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. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(a) to (d) of Para 4 of the Companies (Auditors Report) Order, 2003 are not applicable.

b. During the year under audit, there are thirteen such parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The yearend balance is amounting to Rs. Nil and the maximum amount involved during the year was Rs. 243.56 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In our opinion and according to the information and explanations given to us, the Company is regular in repayment of principal and interest there on.

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

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there is no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty.

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion, the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable.

15) As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

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 raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, each of transaction has been made at price, which is not prejudicial to the interest the Company.

19) The Company has not issued any Secured Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

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

For, J. T. Shah & Co.

Chartered Accountants,

[Firm Regd. No. 109616W]

Place : Ahmedabad (J. J. Shah)

Date : 27/05/2013 Partner

[M. No. 45669]

---

Mar 31, 2012

We have audited the attached Balance Sheet of Arman Financial Services Ltd. as at 31st March, 2012, the Statement of Profit & Loss and also Cash Flow Statement for the year ended on that date annexed thereto (herein after referred to as financial statements). 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.

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

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred in para 3 above, we report that: (i) 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;

(ii) 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;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE Referred to in paragraph 2 of our report of even date for the year ended 31st March 2012.

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) In respect of its Inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and books records.

3) 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. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(a) to (d) of Para 4 of the Companies (Auditors Report) Order, 2003 are not applicable.

b. During the year under audit, there are twelve parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. Nil and the maximum amount involved during the year was Rs. 84.80 Lacs.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. The Company is regular in repayment of principal and interest there on. Hence Para (iii) (g) of the Companies (Auditor's Report) Order, 2003.

4) In our opinion and according to the information and explanations given to us, the internal control system for purchase of fixed assets and for sanction, disbursements and recovery of loans given by the Company are required to be strengthened to commensurate with the size of the Company and present nature of its business. In our opinion, there was no continuing failure to correct major weaknesses in internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the Company needs to increase the areas of Internal audit and make it commensurate with the size of the Company and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to information and explanations given to us and on the basis of our examination of records of the Company, the Company is regular in depositing undisputed statutory dues in respect of Sales Tax, Service Tax, Provident Fund and other material statutory dues. However, The Company is not regular in depositing Advance Income Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Sales Tax, Service Tax, Provident Fund and other material statutory dues were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable. However, there is an undisputed amount of Rs. 13.58 lacs in respect of Advance Tax of current financial year which has remained unpaid for a period exceeding six months from the date it became payable.

c. According to the information and explanations given to us, there is no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty

10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities.

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In our opinion the Company is not dealing in respects of shares, securities, debentures and other investments and hence clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable.

15) As per the information provided to us, The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

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 raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

21) Based upon the audit procedures performed and information and explanations given to us, no fraud by the Company has been noticed or reported; fraud on the company on account of misappropriation of collection by two employees amounting to Rs. 4.82 lacs have been noticed, out of which Rs. 1.95 Lacs have been recovered subsequently.

For, J T Shah & Company Chartered Accountants (Firm Reg. No. 109616w) Place: Ahmedabad

Dated: 30.06.2012 (J. J. Shah) Partner [M. No. 45669]

---

Mar 31, 2010

We have audited the attached Balance Sheet of Arman Financial Services Ltd. as at 31st March, 2010, the Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto (herein after referred to as financial statements). These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

(i) 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; (ii) 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; (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; (v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956; (vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE Referred to in paragraph 3 of our report of even date for the year ended 31st March 2010.

1) In respect of Fixed Assets:

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

b. As per the information and explanations given to us, all the fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2) In respect of its Inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and books records.

3) 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. During the year under audit, there are twelve parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The year end balance is amounting to Rs. 99.07 Lacs and the maximum amount involved during the year was Rs. 124.35 Lacs.

b. In our opinion and according to the information and explanations given to us, in case of loans taken during the period, the rates of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

c. There are no stipulated terms for repayment of loans taken by the company from the companies/ firms / parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on para (iii) (c) & (d) of the Companies (Auditors Report) Order, 2003.

d. As per the information and explanation given to us, the Company has not granted any loan to any of the companies, firms and other parties covered under section 301 of the Companies Act, 1956 hence clause no (iii)(e) to (iii)(g) of para 4 are not applicable.

4) In our opinion and according to the information and explanations given to us, the internal control system for purchase of fixed assets and for sanction, disbursements and recovery of loans given by the Company are adequate and commensurate with the size of the Company and present nature of its business. During the course of audit we have not observed any continuing failure to correct major weakness in internal controls.

5) In respect of contract or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contract or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) During the year, the Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA and relevant other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, for the year under review.

9) In respect of Statutory Dues:

a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it except there is a short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues of sales tax, income tax, customs, wealth-tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Period to which the amount relates (A.Y.) Amount (Rs. In Lacs)



Income Tax Act, 1961 Income Tax 2001-2002 2.99

Income Tax Act, 1961 Income Tax 2001-2002 5.35

Income Tax Act, 1961 Income Tax 2002-2003 4.11

Income Tax Act, 1961 Income Tax 2002-2003 6.04

Income Tax Act, 1961 Income Tax 2005-2006 0.83

Total. . . . 19.32



Name of the Statute Forum where dispute is pending

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal Ahmedabad

Income Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Appellate Tribunal



10) The company has no accumulated losses and has not incurred any cash losses during the financial period under review or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12) The Company has not granted any loans and advances by way of pledge of Shares, Debentures and other securities

13) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14) In respects of shares, securities, debentures and other investments dealt or traded by the company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15) As per the information provided to us, The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) In our opinion, and according to the information and explanations given to us, on overall basis, the term loans have been applied for the purpose for which they were obtained.

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 raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20) During the year, the Company has not raised any money by way of Public issues.

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



FOR, J T SHAH & COMPANY

CHARTERED ACCOUNTANTS

(REGISTRATION NO. 109616W)

PLACE: AHMEDABAD

DATED: 12.07.2010 (J. J. SHAH)

PARTNER

[M. No. 45669]