Auditor Report of GDL Leasing & Finance Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of GDL Leasing and Finance
Limited (''the company''), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss including the statement of other comprehensive income, the Cash
flow statement and the Statement of change in Equity for the year then ended, and a summary
of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid Ind AS financial statements give the information required by the Companies Act,
2013 (the ''Act'') in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at
31^st March, 2024 and its profit (including Other Comprehensive Income), its changes in equity
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the 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 together with the ethical requirements that are relevant to
our audit of the Ind AS 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 opinion.

Key Audit Matters

As at 31.03.2024 the company has outstanding balance of 79.71 lacs of loans advanced in
micro finance segment in Delhi region on which the company is currently charging interest at
the rate of 32% pa which is excessive as compared to average market rate of interest on
unsecured loans. Outstanding balance of loans advanced in micro finance segment in Rajasthan
region as at 31.03.2024 is 33.20 lacs on which interest rate of 32% charged by the company is
excessive as compared to ceiling of Interest rate of 14% on unsecured loans prescribed under
Rajasthan Money Lending Act 1963 other than that our opinion on the Statement is not
modified in respect of the above matter.

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

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the 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
Act with respect to the preparation of these Ind AS financial statements that give a true and
fair view of the financial position, financial performance 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") notified under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended from time to time.

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

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

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

Auditor’s Responsibilities for the audit of the Standalone 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 Standalone financial
statements.

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

- Identify and assess the risks of material misstatement of the Standalone financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating

effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

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

- Evaluate the overall presentation, structure and content of the Standalone financial

statements, including the disclosures, and whether the Standalone financial statements
represent the underlying transactions and events in a manner that achieves fair

presentation.

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

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet and the Statement of Profit and Loss including other comprehensive

income, the Cash Flow statement and the statement of changes in equity dealt with by
this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards ("Ind AS") notified under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time

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

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

g. The provision of section 197 read with Schedule V to the Act regarding managerial
renumeration have been complied by the company

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

i. Based on our examination, which include test checks, the Company has used accounting
softwares for maintaining its books of account for the financial year ended March 31,
2024 which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the softwares.
Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with

For S Agarwal & Co.

(Chartered Accountants)
FRN:000808N

Sd/-

S. N. Agarwal

Date: 29.05.2024 (Partner)

Place: New Delhi M. No. 012103

UDIN: 24091503BKCDLI4910

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Mar 31, 2014

NOT AVAILABLE

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Mar 31, 2012

We have audited the attached Balance Sheet of GDL Leasing & Finance Ltd. Ltd. as at 31st March, 2012 and also the Profit & Loss account for the year ended on that date, annexed there to. 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 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.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annexed a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in Annexure referred to in paragraph (1) above, we report that:

A) We have obtained all the information and explanations which to the best of our knowledge & 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 the books of accounts.

C) The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the Books of Accounts.

D) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with Accounting Standards (AS) referred to in Section 211(3C) of the Companies Act, 1956.

E) In our opinion and as per the information and according to the explanations given to us, no director is disqualified form being appointed as director under Section 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 financial statements read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India

i) In so far as it relates to balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

ANNEXURE A

ANNEXURE TO AUDITOR'S REPORT

Referred to in paragraph 1 of our report of even date.

1. In respect of fixed assets:

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis available information.

b) As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifications.

c) The Company has not disposed off substantial part of fixed assets during the year, which affect the going concern concept.

2. In respect of Inventories:

a) As explained to us, the management at regular intervals during the year has physically verified inventories.

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

c) The Company has maintained proper records of inventory and the discrepancies noticed on verification between physical stocks and book records were not material in relation to the operation of the company.

3. Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the act.

4. In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with size of the company and nature of business for purpose of inventory and fixed assets and sale of goods. During the course of our Audit, we have not observed any major weakness in internal controls.

5. In our opinion and according to the information and explanation given to us, transactions that need to be entered into register in pursuance of section 301 of the act have been so entered and according to the information and explanation given to us, such transactions of each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time

6. The company has not accepted any deposits from the public.

7. In our opinion, the company has adequate internal audit systems commensurate with the size of the company and nature of its business

8. The company in not required maintaining cost records as required under section 209 (l)(d) Of the companies act 1956.

9. In respect of fixed assets:

a) According to the records of the company, Provident Fund dues, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and other undisputed statutory dues have been regularly deposited with appropriate authorities and according to the information and explanations given to us, no undisputable amount payable in respect of aforesaid dues were outstanding as at 31st March 2011 for a period of more than 6 months from the date of becoming payable.

10. The Company does not have any accumulated loses at the end of the financial year.

11. Based on our Audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of any dues to any Financial Institution or Bank or Debenture holders.

12. In our opinion and according to the information and explanation given to us, the Company has granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion & explanation provided to us , the Company is not a Chit Fund or Nidhi/Mutual Benefit Fund/Society, therefore Clause 4(xiii) of the companies (Auditor's Report) Order 2003 is not applicable to the company.

14. The Company is engaged in the business of trading in Shares, Securities, Debentures and other Investments.

15. As explained to us, the Company has not given any guarantee for loans, taken by others, from bank or Financial Institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not accepted or taken any Term Loans during the year.

17. According to the Information and explanation given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on Short-term basis have not been used for long-term investments and vice-versa.

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 act.

19. The Company has not issued any debentures during the financial year.

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

21. According to records of the company, in our opinion and according to information and explanation given to us, there was no fraud on or by the Company that has been noticed or reported during the year.





For: D. Galhotra & Associates Chartered Accountants

(DARSHANLAL GALHOTRA) M. No. 088863 FRN 010126N Sd/-

Place: New Delhi Date: 16.08.2012

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Mar 31, 2010

Not Available

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Mar 31, 2009

We have audited the attached Balance Sheet of GDL Leasing & Finance Ltd. as at 31st March. 2009 and also the Profit & Loss account for the year ended on that date, annexed there to and Cash Hon Statement for the period ended on that date. These financial statements arc the responsibility of the companys management. Our responsibility is to express an opinion on these Financial Statements based on our-audit.

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.

1. As required by the Companies (Auditors Report) Order. 2003 issued by the Central Government in terms of Section 237 (4A) of the Companies Act. 1956. we annex a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in Annexure referred to in paragraph (I) above, we report that:

A) We have obtained all the information and explanations, which to the best of our knowledge & 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 the books of accounts.

C) The Balance Sheet. Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the Books of Accounts.

D) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with Accounting Standards (AS) referred to in Section 2 11 (3C) of the Companies Act. 1956.

E) In our opinion and as per the information and according to the explanations given to us. no director is disqualified form being appointed as director under Section 274(1) (g) of the Companies Act. 1950.

F) In our opinion and to the best of our information and according to the explanations given to us. the said financial statements read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies act. 1956. in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India.

i) In so far as it relates to Balance Sheet of the state of affiars of the Company as at 31st march 2009.

ii) In so far as it relates to the Profit & Loss Account of the profit of the Company year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement of the cash flows of the company for the year ended on the date.

For D Galhotra & Associates Chartered Accountants

Place: New Delhi Date: 12.08.2009 Sd/- (Darashan Lal Galhotra)