Auditor Report of Brijlaxmi Leasing & Finance Ltd.

Mar 31, 2024

We have audited the Standalone Financial Statements of BRIJLAXMI LEASING & FINANCE LIMITED ("the Company"),
which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows and notes to the standalone Ind
AS financial statements, for the year ended on that date, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the
matters described in the ''Basis for Qualified Opinion'' section of our report the aforesaid standalone financial statements give
the information required by the Companies Act 2013 as amended ("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
March3i 2024 its profit including other comprehensive income its cash flows and the changes in equity for the year ended on
that date.

Basis for Qualified Opinion

We draw to attention to:

We are unable to determine the consequential impact of certain specific transactions /matters and disclosures on the
Standalone Financial Statements. Such specific transactions/ matters include:

1. The Company has not complied with provision if Ind AS- 119 for employee benefits.

2. The Company has not complied with the provisions of TDS under Income Tax Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) as
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s
Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the
Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules
thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified
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. Based on the circumstances and facts of the audit and entity, there aren''t key audit matters to be
communicated in our report.

Information other than the Standalone Financial Statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The other information
comprises the information included in the Board''s Report including Annexures to Board''s 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 do not express any form of
assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or
our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the 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 (AS) specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Standalone
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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, 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)0) of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related disclosures in the 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 the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ''Annexure A'', a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations except as mentioned in basis of qualified
opinion paragraph, 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 (AS)
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as
mentioned in basis of qualified opinion paragraph

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

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

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

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

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

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

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

iv. (a) The management has represented that, to the best of it''s 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 person(s) or entity(ies), including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

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

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

v. No dividend has been declared or paid during the year by the company.

vi. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2024, however the same does not have a
feature of recording audit trail (edit log) facility. We are informed that the Company is in process of upgrading
the existing software which will have a feature of recording audit trail (edit log) facility, consequently, we are
unable to comment on the audit trail feature of the said software.

For DBS & ASSOCIATES
Chartered Accountants
Firm Reg. No. 018627N

CA ROXY TENIWAL
Partner

Membership No. 141538
UDIN: 24141538BKGEAF1272

Date: 30th May, 2024
Place: Mumbai

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Mar 31, 2014

We have audited the attached Balance Sheet of BRIJLAXMI LEASING & FINANCE LIMITED as at 31st March, 2014 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurances about the financial statements are free from material misstatement. An audit also 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government

of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified therein.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 accounts, as required by the law, have been kept by the Company so far as appears from our examination of the books.

c. The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement dealt with by this report comply with Accounting Standard referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-15 relating to Accounting for Retirement Benefits in the Financial Statement of Employers.

e. On the basis of written representation received from directors of the company and taken on records by the board of directors, none of the directors of the Company is prima facie, as at 31.03.2014 is disqualified from being appointed as director of the Company u/s 274 (1)(g) of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Profit and Loss Account and the Balance sheet 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

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2014,

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

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

ANNEXURE TO THE AUDITORS''REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of BRIJLAXMI

LEASING & FINANCE LIMITED for the year ended 31st March, 2014.

1)

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

b) T he Fixed assets have been physically verified by management at reasonable intervals. No material discrepancies were noticed on such verification.

c) During the year company has not disposed off any fixed assets.

2)

a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements received from the depositories by the management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock of shares and securities followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

3) a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

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

5) In our opinion and according to the information and explanations given to us the company has not done any transaction that needs to be entered into the registered maintained under section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 58- AA of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9)a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2014 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 are no dues of sales tax, income tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10) The accumulated losses of the company are not more than fifty percent of its net worth at the end of financial year. Company has incurred cash loss during the financial year covered by our audit.

11) The company has not taken any loan from bank or financial institution.

12) According to the information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entries of transactions are made in former. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term loan, Para 4 (xvi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

20) The company has not raised any money through a public issue during the year.

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

For Dinesh Bangar & Co Chartered Accountants Firm Reg. No. : 102588W DINESH C. BANGAR Partner M. No. 036247

Place: Vasai (E), Thane Date: 2nd September, 2014

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Mar 31, 2013

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurances about the financial statements are free from material misstatement. An audit also 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.

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified therein.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 accounts, as required by the law, have been kept by the Company so far as appears from our examination of the books.

c. The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement dealt with by this report comply with Accounting Standard referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-15 relating to Accounting for Retirement Benefits in the Financial Statement of Employers.

e. On the basis of written representation received from directors of the company and taken on records by the board of directors, none of the directors of the Company is prima facie, as at 31.03.2013 is disqualified from being appointed as director of the Company u/s 274 (1)(g) of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, they said Profit and Loss Account and the Balance sheet 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

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2013,

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

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

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of BRIJLAXMI LEASING & FINANCE LIMITED for the year ended 31st March, 2013.)

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

b) T he Fixed assets have been physically verified by management at reasonable intervals. No material discrepancies were noticed on such verification.

c) During the year company has not disposed off any fixed assets.

a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements received from the depositories by the management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock of shares and securities followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

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

5) In our opinion and according to the information and explanations given to us the company has not done any transaction that needs to be entered into the registered maintained under section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 58- AA of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9)

a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 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 are no dues of sales tax, income tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10) The accumulated losses of the company are not more than fifty percent of its net worth at the end of financial year. Company has incurred cash loss during the financial year covered by our audit.

11) The company has not taken any loan from bank or financial institution.

12) According to the information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entries of transactions are made in former. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term loan, Para 4 (xvi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

20) The company has not raised any money through a public issue during the year.

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

For Dinesh Bangar & Co

Chartered Accountants

Firm Reg. No. : 102588W



Dinesh C. Bangar

Partner

M. No. 036247

Place: Vasai (E), Thane

Date: 2nd September, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of BRIJLAXMI LEASING & FINANCE LIMITED as at 31st March, 2012 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurances about the financial statements are free from material misstatement. An audit also 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified therein.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 accounts, as required by the law, have been kept by the Company so far as appears from our examination of the books.

c. The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement dealt with by this report comply with Accounting Standard referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-15 relating to Accounting For Retirement Benefits in the Financial Statement of Employers.

e. On the basis of written representation received from directors of the company and taken on records by the board of directors, none of the directors of the Company is prima facie, as at 31.03.2012 is disqualified from being appointed as director of the Company u/s 274 (1)(g) of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Profit and Loss Account and the Balance sheet 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

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2012,

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

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

ANNEXURE TO THE AUDITORS''REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of BRIJLAXMI LEASING & FINANCE LIMITED for the year ended 31st March, 2012.)

1)

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

b) The Fixed assets have been physically verified by management at reasonable intervals. No material discrepancies were noticed on such verification.

c) During the year company has not disposed off any fixed assets. 2)

a) The stock in trade of shares and securities held in physical format has been physically verified and those held in dematerialized form have been verified from the relevant statements received from the depositories by the management. In our opinion having regard to the nature of stocks, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock of shares and securities followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks of shares and securities as compared to book records.

3)

a) As informed to us, the company has not granted unsecured loans to any parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

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

5) In our opinion and according to the information and explanations given to us the company has not done any transactions that needs to be entered into the registered maintained under section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58-A and 58- AA of the Act and the rules framed there under. Therefore, the provision of clause (vi) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

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

8) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9)

a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2012 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 are no dues of sales tax, income tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10) The accumulated losses of the company are not more than fifty percent of its net worth at the end of financial year. Company has incurred cash loss during the financial year covered by our audit.

11) The company has not taken any loan from bank or financial institution.

12) According to the information and explanations given to us and based on the documents and records produced before us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13) The Company is not a chit fund or a nidhi mutual benefit/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order 2003 are not applicable to the company.

14) In our opinion the company has maintained proper records and contracts with respect to its investments where timely entries of transactions are made in former. All investments at the close of the year are held in the name of the company.

15) In our opinion the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

16) As the company has not taken any term loan, para 4 (xvi) of the order is not applicable.

17) The company has not raised any fund, long term or short term during the year.

18) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us the company has not issued debentures during the year.

20) The company has not raised any money through a public issue during the year.

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

For Dinesh Bangar & Co

Chartered Accountants

Firm Reg. No. : 102588W

Dinesh C. Bangar

Partner

M. No. 036247

Place: Vasai (E), Thane

Date: 3rd September, 2012

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Mar 31, 2010

As at 31st March 2010 and Profit & Loss Account of the company for the year ended on that date. These financial statements are the responsibility of Companys management. My responsibility is to express an opinion on these financial statements based on my audit and reports that:

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

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of section 227 (4A) of the companies Act 1956, The matter specified under paragraph 4 & 5 of Section 227 is not applicable to the Company in the said Order.

2. Further to my comments in the Annexure referred to the paragraph 1 above, I state that:

a. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

b. In my opinion, proper books of accounts, as required by law, have been kept by the company, so far as appears from my examination of such books.

c. . The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of accounts

d. In my opinion the Balance Sheet and Profit and Loss Account complies with the mandator) Accounting Standards referred in section 211 (3C) of the Companies Act, 1956

e. On the basis of written representation received from the directors, as on 31st March 2010, and taken on record by the Board of Directors. I report that none of the directors is disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub section 274 of the Companies Act 1956.

f In my opinion and to the best of my information and according to explanations given to me, the said Balance Sheet and Profit and Loss Account read together with thereon give. information required by the Companies Act, 1956, in the manner so required and give a true and fair view. .

i) In so far as it relates to Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010.

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

ANNEXURE TO AUDITORS REPORT

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

b) The Fixed Assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification and if any noticed is dealt with properly in books.

c) No substantial part of fixed assets has been disposed off during the year.

2. a) The company does not have opening stock as well as closing stock. So question of Physical verification of stocks does not arise.

3. a) The Company has both granted and taken unsecured loans from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The rate terms & condition on which unsecured loan is granted or taken is not prejudicial to the interest of the company.

4. In my opinion and according to the information and explanations given me, there is an adequate internal control in general commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets and also with regards to sale of goods through the personal supervision of the management.

5. a) In my opinion and according to the information and explanations given to me, the transactions that need to be entered in a register pursuance of section 301 of the Companies Act, 1956 have been entered.

b) According to the information and explanations given to me, transactions made in. pursuance of such contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any part} have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, wherever applicable they have complied with it. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any Tribunal.

7. The company is not listed on any stock exchange and the company does not have paid-up capital and reserves more than Rs.50 lakhs at the commencement of the financial year concerned. In my opinion, the company has an adequate internal audit system commensurate with the size and nature of its business.

8. I am informed that the Central Government has not prescribed the maintenance of the cost records by the company under section 209 (1) (d) of the Companies Act, 1956 for any of its products.

9. a) As informed by the Management the company is currently not covered under Provident Fund Act, Investor Education .and Protection Fund and Employees State Insurance Act hence filing of dues with the appropriate authorities does not arise.

b) The company is registered for a period of more than five years

10. The company has not taken any loan from financial institution or bank or debenture holder during the year.

11. There are no loans or advances given on the basis of security or by way of pledge of shares, debentures and other securities.

12. In my opinion and information and explanations given to me the company is not attracted by any special status applicable to chit fund.

13. I am informed that the company has not given any guarantee for loan taken by others from bank or financial institution.

14. The company has taken term loan(s) during the year & repaid in the same year.

15. The company has not made any preferential allotment to parties covered in the register maintained u/s 301 of the Act.

16. The company has not issued any debenture; hence the question of creating any securities does not arise.

17. The company has not made any public issue during the year; hence the disclosure of end use does not arise.

18. In my opinion and according to information and explanations given to me there was no fraud on or by the company noticed or reported during the year.

For Dinesh C Bangar & Co,

Chartered Accountants

Dinesh C Bangar Proprietor

MNo.036247

Place: Mumbai

Date:02.09.2010

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Mar 31, 2009

I have audited the attached Balance Sheet of BRIJLAXMl LEASING & FINANCE LTD. As at 31st March 2009 and Profit & Loss Account of the company for the year ended on that date. These financial statements are the responsibility of Companys management. My responsibility is to express an opinion on these financial statements based on my audit and reports that:

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

1 As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law board in terms of section 22 (4A) of the companies Act 1956, The matter specified under paragraph 4 & 5 of Section 227 is not applicable to the Company in the said Order.

2 Further to my comments in the Annexure referred to the paragraph I above, I state that:

a. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

b. In my opinion, proper books of accounts, as required by law, have been kept by the company so far as appears from my examination of such books.

c. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of accounts

d. In my opinion the Balance Sheet and Profit and Loss Account complies with the mandatory Accounting Standards referred in section 211 (3C) of the Companies Act, 1956

e. On the basis of written representation received from the directors, as on 31st March 2009, and taken on record by the Board of Directors 1 report that none of the directors is disqualified as on 31st March 2009, from being appointed as a director in terms of clause (g) of sub section 274 of the Companies Act 1956.

f. In my opinion and to the best of my information and according to explanations given to me, the said Balance Sheet and Profit and Loss Account read together with thereon give information required by the Companies Act, 1956. in the manner so required and give a true and fair view.

i) In so far as it relates to Balance Sheet, of the State of Affairs of the Company as at 31st March, 2009.

ii) In so fat it relates to Profit & Loss Account, of the Loss of the Company for the year ended on that date.

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

b) The Fixed Assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification and if any noticed is dealt with properly in books.

c) No substantial part of fixed assets has been disposed off during the year.

2. a) The company does not have opening stock as well as closing stock. So question of Physical verification of stocks does not arise.

3. a) The Company has both granted and taken unsecured loans from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. The rate terms & condition on which unsecured loan is granted or taken is not prejudicial to the interest of the company.

4. In my opinion and according to the information and explanations given me, there is an adequate internal control in general commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets and also with regards to sale of goods through the personal supervision of the management.

5. a) In my opinion and according to the information and explanations given to me, the transactions that need to be entered in a register pursuance of section 301 of the Companies Act, 1956 have been entered.

b) According to the information and explanations given to me, transactions made in pursuance of such contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, wherever applicable they have complied with it. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any Tribunal.

7. The company is not listed on any stock exchange and the company does not have paid-up capital and reserves more than Rs.50 lakhs at the commencement of the financial year concerned. In my opinion, the company has an adequate internal audit system commensurate with the size and nature of its business.

8. I am informed that the Central Government has not prescribed the maintenance of the cost records by the company under section 209 (1) (d) of the Companies Act, 1956 for any of its products. .

9. a) As informed by the Management, the company is currently not covered under Provident Fund Act, Investor Education and Protection Fund and Employees State Insurance Act hence filing of dues with the appropriate authorities does not arise.

b) The company has not discharged its liability towards payment of TDS as at the last day of the financial year for a period of more than six months from the date they became payable.

10. The company is registered for a period of more than five years

11. The company has not taken any loan from financial institution or bank or debenture holder during the year.

12. There are no loans or advances given on the basis of security or by way of pledge of shares, debentures and other securities. *

13. In my opinion and information and explanations given to me the company is not attracted by any special status applicable to chit fund.

14. I am informed that the company has not given any guarantee for loan taken by others from bank or financial institution.

15. The company has taken term loan(s) during the year & repaid in the same year,

16. The company has not made any preferential allotment to parties covered in the register maintained u/s 301 of the Act.

17. The company has not issued any debenture; hence the question of creating any securities does not arise.

18. The company has ,not made any public issue during the year; hence the disclosure of end use does not arise.

19. In my opinion and according to information and explanations given to me there was no fraud on or by the company noticed or reported during the year.

For Dinesh C Bangar & Co Chartered Accountants

Dinesh C Bangar

Proprietor

M No.036247

Place: Mumbai Date:28-08-09