Auditor Report of Dhruva Capital Services Ltd.

Mar 31, 2024

We have audited the financial statements of Dhruva Capital Services Limited (hereinafter referred to as “the Company”), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SA”s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the 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 Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

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

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 Company’s annual report, but does not include the financial statements and our auditors’ report thereon. The Company’s annual report is expected to be made available to us after the date of this auditor’s report.

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

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

When we read the Company’s annual report, If we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws & regulations.

Management’s and Board of Directors’ Responsibility for the Financial Statements

The Company''s management and Board of Directors are responsible for the matters stated in Section

134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), 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.

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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 Matters

The comparative financial information of the Company for the year ended 31st March 2024 included in these financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on the comparative financial information dated 30th May 2023 expressed an unmodified opinion. Our opinion on the financial statements is not modified in respect of this matter on the comparative financial information.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) 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 matters stated in para ( E) below with respect to requirement of audit trail ;

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

(d) In our opinion, the aforesaid 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 31 st 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) The modification/s relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above and paragraph ( E )below.

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

(B) With respect to the other matter to be included in the Auditors’ Report in accordance with

Rule 11 of the companies (Audit and Auditor’s) Rules 2014, in our opinion and to the best

of our information and according to the explanations given to us:

(a) The Company does not have any pending litigation which would impact its financial position;

(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, and 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 to 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.

(C) The company has not declared dividend during the year.

(D) 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, there has been no remuneration paid by the Company to its directors during the current year so provisions of Section 197 of the Act is not applicable, so no remuneration in excess of the limit laid down under Section 197 of the Act have been paid. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

(E) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, the company has used accounting software for maintain its books of accounts for the financial year in date 31^st March 2024 ,wherein the accounting software did not have the audit trail feature enabled for the relevant transaction throughout the year and accordingly Rule 11(g) of companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2024.

For MAHENDRA SUBHASH & CO Chartered Accountants

Sd/-

(CA. MAHENDRA K AGARWAL)

Proprietor

Membership No.058728 UDIN: 24058728BKFDXB4421 Date: 30.05.2024

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Mar 31, 2023

DHRUVACAPITAL SERVICES LTD.

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the financial statements of Dhruva Capital Services Ltd. (‘the Company"), which comprise the balance sheet as at 31 st March 2023. and the statement of Profit and Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us. the aforesaid financial statements, give the information required by the Companies Act. 2013 (“the Act") in the manner so required and give a true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015, as amended (“Ind AS") and 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 March 31.2023.

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

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

d) In the case of Statement of Changes in Equity, change in equity for the year ended on that date. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act. 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We arc independent of the

Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act. 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information other than the 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 financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so. consider whether the other information is materially inconsistent with the 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 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 irregulanties; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section I43(3)(i) of the Companies Act. 2013. we are also

responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the financial statements.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act. 2013. we give in the ’Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March. 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 with reference to 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 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 derivatives contracts for which there were any material foreseeable losses.

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

h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197( 16) of the Act. as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid to the Managing Director of the Company is in accordance with the provisions of Section 197 along with Schedule V of Companies Act, 2013 and the remuneration limit is in accordance with the first proviso of Section 197(1) and Schedule V of Companies Act. 2013.

For M/S T K BOHARA AND CO

Chartered Accountants FRN: 0000798C

Sd/-

Place * UDAIPUR CA. _MUKESH BOHARA

Dated:- 30* May. 2023 (PARTNER )

UDIN: 23401253BGSJDV6876 M. No. - 401253

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Mar 31, 2015

We have audited the accompanying financial statements of Dhruva Capital Services Ltd., which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the 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

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting prin- ciples 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appro- priate accounting policies; making judgments and estimates that are reasonable and prudent; and design, imple- mentation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial state- ments that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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 accounting policies used and the reasonable- ness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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

c) 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

As required by the Companies (Auditor's Report) Order,2015, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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 appears from our examination of those books

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

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 state- ments - Refer Note No. 21 & 22 to the financial statements .

ii. The Company did not have any long-term contracts including derivatives 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.

The Annexure referred to in Our Report of even date to the members of Dhruva Capital Services Limited on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

2. As explained to us, the company is an NBFC and does not have any inventory.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. There is one such party and the amount involved is Rs.55,92,826/-.The loan is in the nature of demand loan. (b) According to the information and explanations given to us, since the nature of loan is demand loan, there is no overdue amount exceeding Rs.100000/-.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from the public during the year and hence this clause is not applicable.

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the companies Act, 2013.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(c ) According to the information and explanations given to us, there was no amount which was required to be transferred to investor education and protection fund in accordance with the relevant provisions of companies act, 1956 and rules made thereunder.

8. The Company has been registered for a period exceeding five years and hence this clause is not applicable.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by other from banks or financial institutions.

11. Based on our audit procedures and on the information given by the management, the company has applied the term loans for the purpose for which they have been obtained.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For B. L. PAGARIA & CO. CHARTERED ACCOUNTANTS (FRN : 01821C) Sd/- Place : UDAIPUR (B. L. PAGARIA) Dated : 27th May, 2015 PARTNER (M.No. : 071017)

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Mar 31, 2014

We have audited the accompanying financial statements of Dhruva Capital Services Limited, Udaipur 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

The Company''s 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") and in accordance with the accounting principles generally accepted in India. 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date ; and

c) 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, 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Dhruva Capital Services Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed assets were disposed off during the year and hence it does not affect the going concern assumption.

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

(b) In our opinion and according to the information and explanations given to us, 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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the manage- ment as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. There is one such party and the amount involved is Rs. 40,77,756/-.

(b) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions on which loan has been granted to the party, listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) Since the loan is in the nature of demand loan, hence regular receipt of principal amount and interest is not relevant.

(d) As explained to us, Company has taken reasonable steps to recover the principal amount.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. There is one such party and the amount involved at the end of the year is Rs. 4281/-.

(f) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions on which loan has been taken from party listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) Only Demand loan is taken from the said partiy, hence regular repayment of principal and interest is not relevant.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials, sale of goods, materials and services have been made in pursuance of contract or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. However, in case of dues relating to Income Tax, the company has got relief from CIT(A),Udaipur but the I. Tax department has preferred appeals before hon''ble ITAT, Jodhpur. The details of the same has not been provided here as they are considered to be undisputed on account of relief from CIT(A), Udaipur as well as from ITAT, Jodhpur.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, the Company has availed the term loan for the purpose for which it has been obtained.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For B. L. PAGARIA & CO. CHARTERED ACCOUNTANTS (FRN : 01821C)

Sd/- Place : UDAIPUR (B. L. PAGARIA) Dated : 27th May, 2014 PARTNER (M.No.: 071017)

---

Mar 31, 2012

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

2. 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.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of information and explanations furnished to us, we enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, 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 Accounts as required by law have been kept by the Company so far as appears from our examination of those books.

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

d. 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 Section 21 1 (3C) of the Companies Act, 1956.

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said 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 :

(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, of the Profit for the year ended on that date and

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

[Referred to in paragraph (3) of our report of even date]

1. (a) The Company is maintaining proper records showing full particulars including quantitative details & situation of

fixed assets.

(b) The Fixed Assets of the Company were physically verified by the Management during the year under audit and no material discrepancies have been noticed on such verification. In our opinion, the frequency of such physical verification is reasonable.

(c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern status of the Company.

2. (a) As informed to us, physical verification of the Stock-in-Trade (including stock on hire, lease and Investments) of the Company was conducted by the Management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of stock followed by the Company are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) As explained to us no discrepancies were noticed between the physical stocks as verified and book records.

3. (a) The Company has not granted any loan to parties covered in the register maintained under section 301 of the Companies Act., 1956.

(b) This clause is not applicable in lieu of clause 3 (a) above.

(c) This clause is not applicable in lieu of clause 3 (a) above.

(d) This clause is not applicable in lieu of clause 3 (a) above.

(e) The Company has taken loan, secured or unsecured, from Companies covered in the register maintained under section 301 of the Act. There are two such parties and the amount involved is Rs. 10,06,279/-

(f) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions on which loan has been taken from Company, listed in the register maintained u/s 301 of the Companies Act, 1956 is not, prima facie, prejudicial to the interest of the Company.

(g) Only demand loan is taken from the said party, hence regular repayment of principal and interest is not relevant.

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 advancing of loans, purchase of Stocks, Securities, Plant & Machinery, Equipments and other similar Assets and for the sale of goods.

5. (a) According to information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials, sale of goods, materials and services have been made in pursuance of contract or arrangement entered in the Register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public and as such the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58 AA of the Companies Act, 1956 and the rules framed there under related with public deposits are not applicable.

7. In our opinion and according to the information and explanations given to us, the Company's present internal audit system, which have been designed to cover all the important areas and location, is commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Govt. U/s 209 (1) (d) of the Companies Act, 1956.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed Statutory dues including income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues applicable to it.

(b) According to information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding as on 31st March, 2012 for a period of more than six months from the date they become payable.

(c) According to the records of the Company examined by us and the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, cess and other material statutory dues which have not been deposited on account of any dispute. However, in case of dues relating to Income Tax, the company has got relief from CIT (A), Udaipur but the I.T. department has preferred appeals before hon'ble ITAT, Jodhpur.The details of same have not been provided here as these are considered to be undisputed on account of relief from CIT(A), Udaipur.

10. The company does not have accumulated losses as at the end of financial year and has not incurred Cash Losses in current financial year and 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 financial institutions or banks.

12. In our opinion and according to information and explanations given to us, adequate documents and records have been maintained in case of loans and advances granted on the basis of securities by way of pledge of vehicles, plant and machinery, shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, a nidhi or a mutual benefit society.

14. The Company has maintained proper records of transactions and contracts of dealing in investment, trading in shares and other securities and timely entries have been made therein. All the investments are held in the name of the Company.

15. The Company has not given any guarantee for loans taken by others from banks/financial institutions.

16. According to the information and explanations given to us the Company has not obtained any term loans.

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 no funds have been used to finance short term assets except permanent working capital.

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 hence clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. According to the information and explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

In compliance of Non Banking Financial Companies Auditors Report (Reserve Bank) Direction 2008 contained in the Notification No. DNBS-201/DG (VL) 2008 dated 18th September, 2008 issued by the RBI U/s 45 (IA) of the RBI Act 1934, we report as under :

(a) That the Company has been granted Certificate of Registration as provided in section 45 IA of the RBI Act, 1934 issued by R.B.I. on 1.9.1999 but the same is not valid for accepting public deposits.

(b) That the Company is entitled to continue to hold the Certificate of Registration in terms of its asset / income pattern as on 31st March, 2012.

(c) That the Board of Directors has passed a resolution for non-acceptance of public deposit during the year.

(d) That the Company has not accepted any public deposit during the year under audit.

(e) That the Company has complied with Prudential Norms relating to the recognization of assets, classification & provision for doubtful debts, subject to the following :

(i) The Company has not framed any policy for Demand and Call Loans.

(ii) The Company has also not framed any Investment policy.

For B. L. PAGARIA & CO.

CHARTERED ACCOUNTANTS (FRN : 01821C)

Sd/-

Place : UDAIPUR (B. L. PAGARIA)

Dated : 25th May, 2012 PARTNER

(M No : 071017)

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of DHRUVA CAPITAL SERVICES LIMITED USAIPUR as at 31st March,2010,the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsi- bility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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.

3. 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 and on the basis of information and explanations furnished to us, we enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, 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 Accounts as required by law have been kept by the Company so far as appears from our examination of those books.

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

d. 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 Section 21 1 (3C) of the Companies Act, 1956.

e. On the basis of written representations received from the Directors of the Company as on 31 st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010 from being appointed as director of the Company under clause (g) of sub section (1) of section 274 of the Companies Act,1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said 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:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31 st March, 2010, (ii) In the case of Profit and Loss Account, of the Profit for the year ended on that date and (iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

1. (a) The Company is maintaining proper records showing full particulars including quantitative details & situation of

fixed assets.

(b) The Fixed Assets of the Company were physically verified by the Management during the year under audit and no material discrepancies have been noticed on such verification. In our opinion, the frequency of such physical verifica- tion is reasonable.

(c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern status of the Company.

2. (a) As informed to us, physical verification of the Stock-in-Trade (including stock on hire, lease and Investments) of the Company was conducted by the Management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure for physical verification of stock followed by the Company are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) As explained to us no discrepancies were noticed between the physical stocks as verified and book records.

3. (a) The Company has granted loan to parties covered in the register maintained under section 301 of the Comapnies Act., 1956. There is 1 party covered in the register maintained under section 301 of the Companies Act, 1956., to which the Company has granted loan. The maximum amount involved during the year was Rs. 7145556/- and the year end balance of loan granted to such party was Rs. 7145556/-.

(b) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions on which loan has been given to party listed in the register maintained u/s 301 of the Companies Act. 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) Only Demand loan is provided to the said party, hence regular repayment of principal and interest is not relevant.

(d) There is no overdue amount of loans taken from or granted to Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

(e) The Company has repaid loan, secured or unsecured, from Company covered in the register maintained under section 301 of the Act.

(f) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions on which loan has been taken from Company, listed in the register maintained u/s 301 of the Companies Act, 1956 is not, prima facie, prejudicial to the interest of the Company.

(g) Only demand loan is taken from the said party, hence regular repayment of principal and interest is not relevant.

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 advancing of loans, purchase of Stocks, Securities, Plant & Machinery, Equipments and other similar Assets and for the sale of goods.

5. (a) According to information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials, sale of goods, materials and services have been made in pursuance of contract or arrangement entered in the Register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public and as such the directives issued by the Reserve Bank of India and the provisions of Section 58A & 58 AA of the Companies Act, 1956 and the rules framed there under related with public deposits are not applicable.

7. In our opinion and according to the information and explanations given to us, the Companys present internal audit system, which have been designed to cover all the important areas and location, is commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Govt. U/s 209 (1) (d) of the Companies Act, 1956.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed Statutory dues including income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues applicable to it.

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

(c) According to the records of the company examined by us and the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, cess and other material statutory dues which have not been deposited on account of any dispute. However, in case of dues relating to Income Tax, the company has got relief from CIT (A), Udaipur but the I.T. department has preferred appeals before honble ITAT, Jodhpur.The details of same have not been provided here as these are considered to be undisputed on account of relief from CIT(A), Udaipur.

10. The company does not have accumulated losses as at the end of financial year and has not incurred Cash Losses in current financial year and 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 financial institutions or banks.

12. In our opinion and according to information and explanations given to us, adequate documents and records have been maintained in case of loans and advances granted on the basis of securities by way of pledge of vehicles, plant and machinery, shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, a nidhi or a mutual benefit society.

14. The Company has maintained proper records of transactions and contracts of dealing in investment, trading in shares and other securities and timely entries have been made therein. All the investments are held in the name of the Company.

15. Ti» Company has not given any guarantee for loans taken by others from banks/financial institutions.

16. According to the information and explanations given to us the Company has not obtained any term loans.

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 no funds have been used to finance short term assets except permanent working capital.

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 hence clause 4 (xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. According to the information and explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

In compliance of Non Banking Financial Companies Auditors Report (Reserve Bank) Direction 2008 contained in the Notification No. DNBS-201/DG (VL) 2008 dated 18* September, 2008 issued by the RBI U/s 45 (IA) of the RBI Act 1934, we report as under:

(a) That the Company has been granted Certificate of Registration as provided in section 45 IA of the RBI Act, 1934 issued by R.B.I, on 1.9.1999 but the same is not valid for accepting public deposits.

(b) That the Company is entitled to continue to hold the Certificate of Registration in terms of its asset / income pattern as on 31st March, 2010.

(c) That the Board of Directors has passed a resolution for non-acceptance of public deposit during the year.

(d) That the Company has not accepted any public deposit during the year under audit.

(e) That the Company has complied with Prudential Norms relating to the recognization of assets, classification & provision for doubtful debts, subject to the following :

(i) The Company has not framed any policy for Demand and Call Loans. (ii) The Company has also not framed any investment policy.

For B.L, PAGARIA & CO. CHARTERED ACCOUNTANTS

Sd/-

Place : UDAIPUR (B.L PAGARIA)

Dated : 28th May, 2010 PARTNER