Auditor Report of Helpage Finlease Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS financial statements of Helpage Finlease Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statement of
Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity 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 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
March 31, 2025, its loss including other comprehensive income, its cash flows and the changes
in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on
Auditing (SAs) specified under section 43 of the Companies Act, 2013. Our responsibilities order
those Standards are further described in the Auditor’s Responsibilities for the Audit of the Ind
AS financial statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. Based
on our checks and on the basis of information and explanation from the management we have
determined that there are no key audit matters to be communicated in our report.

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Annual Report does not include
the Ind AS financial statements and our auditor’s report thereon.

Our opinion on the Ind AS 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 Ind AS 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 Ind AS financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance.

Responsibilities of Management for the Ind AS 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 Ind AS financial
statements that give a true and fair view of the financial position, financial performance
including comprehensive income, and cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards {Ind AS} specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design
,implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, Relevant to the
preparation and presentation of the 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, 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.

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

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
mis statement 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 There is kofnot
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 Section143(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 disclose 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 financial statements, including the
disclosures, and whether the 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 the mall
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the Annexure1 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 including other Comprehensive
income, Statement of Changes in equity and the Cash Flow Statement dealt with by this
report are in agreement with the books of account.

d. In our opinion. the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March,
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the
Act.

f. With respect to the adequacy of internal financial controls over financial reporting of the
company and the operating effectiveness of such controls, refer to our separate Reporting
Annexure2. Our report expresses an unmodified opinion on the adequacy and
effectiveness of the Company’s internal financial controls over financial reporting.

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 litigation 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 Fund by the Company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loan or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to any persons or
entities, including foreign entities ("intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall, whether directly or
indirectly lend or invest in other persons or entities or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

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

(c) Based on such audit procedures that we have considered appropriate in the
circumstances nothing has come to our notice that has caused us to believe that the
representations under paragraphs (iv)(a) and (b) above contain any material miss-
statement.

v. The Company has not declared or paid dividend during the year.

vi. Proviso to Rule 3(1) of the companies (Accounts) Rules, 2014 for maintaining books
of accounts using accounting software which has a feature of recording of Audit trail
(edit log) facility is applicable to the company with effect from April 1, 2024, and
accordingly, reporting under rule 11(g) of companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended March 31,2025.

For R C Agarwal & Co.

Chartered Accountants

FRN: 003175N

Sd/-

Pravin Kumar Jha

(Partner)

Membership No.: 506375

Place: New Delhi

Date: 26/05/2025

UDIN: 25506375BMJJOD4150

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Mar 31, 2024

We have audited the accompanying Ind AS financial statements of HELPAGE FINLEASE
LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2024,

and the Statement of Profit and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity 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 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 March 31, 2024, its loss including other comprehensive income, its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards
on

Auditing(SAs)specifiedundersection¥3(10)of1heCompaniesAct,20j3. Ourresponsibilitiesordert
hose

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

Key Audit Matters

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

themanagement we have determined that there are no key audit matters to be communicated in
our report.

Information Other than the Ind AS 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 Annual Report does not
include the IndAS financialstatements and our auditor’s report thereon.

Our opinion on the IndAS 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 Ind AS 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 Ind AS financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance.

Responsibilities of Management for the Ind AS 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 IndAS financial
statements that give a true and fair view of the financial position, financial performance
includingcomprehensive income, and cash flows and changes in equity of the Company in
accordance with the accounting principlesgenerallyAccepted in India, including the Indian
Accounting Standards {Ind AS) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and

estimatesthatarereasonableandprudent;anddesign,implementationandmaintenanceofadequatein
ternal financial controls, that were operating effectively for ensuring the accuracy and
completenessof the

accountingrecords,RelevanttothepreparationandpresentationoftheINDASfinancial
statementsthatgive a true and fair view and are free from material misstatement, whether due
to fraud orerror.

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.

That Board of Directors are also responsible for overseeing the Company’s financial
reportingprocess.

Auditor’s Responsibilities for the Audit of the Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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 mis statement when it exists. Mis statements can arise from fraudor 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 financialstatements.

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

sufficientandappropriatetoprovideabasisforouropinion.Theriskofnotdetectingamaterialmisstate
ment resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section143(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
suchcontrols.

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

• 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 relateddisclose 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

• Evaluatetheoverallpresentation,structureandcontentofthefinancialstatements,includingthedisclo

sures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fairpresentation.

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 requirementsregarding independence, and to communicate with the mall
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, relatedsafeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020("the Order"), issued by the
Cen1ral Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the Annexure1 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 ouraudit.

(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 thosebooks.

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive
income, Statement of Changes in equity and the Cash Flow Statement dealt with by this report
are in agreement with the books ofaccount.

(d) In our opinion. the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act.

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

(f) With respect to the adequacy of internal financial controls over financial reporting
of the company and the operating effectiveness of such controls, refer to our separate
Reporting Annexure2. Our report expresses an unmodified opinion on the adequacy and
effectiveness of the Company’s internal financial controls over financialreporting.

(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 tous:

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

ii. TheCompanydidnothaveanylongtermcontractsincludingderivativecontractsforwhic
htherewereany material foreseeablelosses.

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

iv. (a) The management has represented that, to the best of its knowledge and belief,
no funds have been advancedorloanorinvested(eitherfromborrowedfunds
orsharepremiumoranyother sourcesorkindof funds) by the Company to any persons
or entities, including foreign entities ("intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the intermediary shall, whether
directly or indirectly lend or invest in other persons or entities or provide any
guarantee, security or the like on behalf of the UltimateBeneficiaries;

(b) 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 (°intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether directly or
indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding party “Ultimate Beneficiaries“ or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiary.

(c) Based on such audit procedures that we have considered appropriate in the
circumstances nothing has come to our notice that has caused us to believe that the
representations under paragraphs (iv)(a) and (b) above contain any material miss-
statement

v. The Company has not declared or paid dividend during theyear.

vi. Proviso to Rule 3(1) of the companies (Accounts) Rules, 2014 for maintaining books of
accounts using accounting software which has a feature of recording of Audit trail (edit
log) facility is applicable to the company with effect from April 1, 2024, and accordingly,
reporting under rule 11(g) of companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended March 31,2024.

For R C AGARWAL & Co.

Chartered Accountants

(Firm’s Registration No. 003175N)

Sd/-

Pravin Kumar Jha

Partner (M no. 506375

Place: New Delhi

Date: 30/05/2024

UDIN: 24506375BKCFSG4034

---

Mar 31, 2013

Report on the financial Statements

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

Management''s Responsibility for the financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Helpage Finlease Limited on the accounts of the company for the year ended 31st March, 2013.

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:

I. (a) The company does not own any fixed assets during the year. Hence the clause b and c regarding physical verification and disposal of substantial part of fixed assets are not applicable.

II. (a) The nature of the company''s business / activities/ transactions does not require it to hold inventories and such clause 4(ii) of the companies (Auditor''s Report) Order, 2003 (''Order'') is not applicable.

III. (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 not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(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 not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

IV. 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. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

V. a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register under section 301 of the Companies Apt, 1956 paragraph (v) (b) of the order is not applicable.

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

VII. As per information & explanations given by the management, the Company does not have any internal audit system commensurate with its size and the nature of its business.

VIII. According to the information & explanation given and to the best of our knowledge, the provisions of "The Companies (Cost Accounting Records) Rules, 2011'' published by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for maintenance of cost records are not applicable the company as the company is not engaged in the production, processing, manufacturing or mining activities. Hence paragraph (viii) of the order is not applicable.

IX. (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, 2013 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 were no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have been deposited on account of any disputes.

X. 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.

XI. The Company has not taken any loan from financial institution, bank or debenture holders. Therefore, the provision of this clause is not applicable to the Company.

XII. 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.

XIII. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause is not applicable to the Company.

XIV. The Company is not trading in Shares, Mutual funds & other Investments hence clause (c) is not applicable.

XV. 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.

XVI. No term loan had been raised by the company during the year.

XVII. 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, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

XVIII. The Company has not made any preferential allotment of shares during the year.

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

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

XXI. 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 Y.K. Gupta &Co. Chartered Accountants FRN:505129C

Y.K. Gupta Partner Membership No.: 070767

Place :New Delhi Date :30th May, 2013

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Mar 31, 2012

1. We have audited the attached balance sheet of M/S Helpage Finlease Limited as at 31st March 2012, and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable 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 sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 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 purposes of our audit;

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

(c) The balance sheet, profit and loss account dealt with by this report is in agreement with the books of account.

(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 sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of 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 other Accounting Policies and Notes to Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

Annexure to the Auditors'' Report

Annexure referred to in paragraph 3 of the Auditors'' Report to the Members of M/s. Helpage Finlease Limited on the accounts for the year ended 31st March, 2012.

1. The Company does not own any fixed assets during the year.

2. The company is not having any inventory with it during the year.

3. We are informed that the company has not taken unsecured loan from companies covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

5. a) In our opinion and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and has 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 within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of sales tax, income tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

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

11. Based on our examination 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 or bank.

12. Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Para (xiii) is not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities,,debentures and other securities in its own name.

16. The company has not given any guarantee for loans taken by others from bank or financial institutions.

17. In our opinion and according to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term investments.

18. We are informed that 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 debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

20. The company has not raised any money by public issues.

21. Based upon the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For: M/S MITTAL BANSAL & Associates Chartered Accountants

Place: Delhi Date: 16/05/2012 (JITENDRA BANSAL) ( PARTNER) (M.No.500731) F.NO.018957N

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Helpage Finlease Limited as at 3lst March, 2011 and the Profit and Loss account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis -statements. 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 the management, as well as evaluating the overall financial statements 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 in terms of section 227 (4A) of the Companies Act, 1956 , we enclose in the Annexure a statements 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:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) in our opinion , proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the Balance Sheet and Profit & Loss account dealt with this by report are in agreement with the books of accounts;

(iv) in our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act 1956;

(y) on the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Director, we report that none of the directors is disqualified as on 31st March 2011, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

a. in the case of the Balance Sheet , of the state of affairs of the Company as at 31st march 2011; and

b. in the case of the Profit & Loss account, of the Profit for the year ended on that date;

ANNEXURE

REFER M/S HELPAGE FINLEASE LIMITED

Referred to in paragraph 3 of our report of even date.

1. The company does not own any fixed assets during the Year.

2. The Company is not having any inventory with it during the year

3. The company has taken loan of Rs 10000/- in the nature of loans to parties covered in the register maintained u/s 301 of the Companies Act, 1956. The terms and conditions of such loan are not prejudicial to the interest of the company

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. During the course of our audit, no major weakness has been noticed in the internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

7. The provision of section 209(1 )(d) of the Companies Act, 1956 does not apply.

8. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, excise duty, Cess and other statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, customs duty and excise duty were outstanding., as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sale tax, income tax, customs tax / wealth tax, excise duty / cess which have not been deposited on account of any dispste.

10. The company has not incurred any cash losses during the financial year covered by our audit and 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. In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way, of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

14. On the basis of our examination of the companies'' records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debentures and other investments and timely entries have been made in these records. The shares securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted u/s 49 of the Act.

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has taken loans of Rs 1135000/- during the year.

17. According to the cash flow statement and other records examined by us and the information and,explanations given to us, on an overall basis, we report that no funds raised on short-term basis have been used for long-term investment and vice versa.

18. Based on. our examination of records and the information provided to us by management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. The company has not issued any shares during the year under reporting.

20. We have verified the end use of the funds raised by the company during the financial year.

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

FOR MITTAL BANSAL & ASSOCIATES charted Accountants

VISHNU MITTAL 501519 F.NO. 018957N

Place :DELHI Dated :16.05.2011