Auditor Report of Indo Credit Capital Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of Indo Credit Capital Limited, (the
"Company") which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then
ended, and a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone 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 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 (financial position) of
the Company as at 31^st March, 2024 and its loss (financial performance including other comprehensive income), its
cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described
in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.

Key Audit Matter

Key audit matters 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.

Information Other than the Standalone 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 Management Discussion and Analysis, Board''s Report
including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s
Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

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

Management''s Responsibility for the Standalone 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 standalone Ind AS financial statements that give a true
and fair view of the financial position, financial performance (including other comprehensive income), 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) prescribed under Section 133 of the Act and relevant
rules there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the standalone 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 standalone financial statements, management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 standalone 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, 2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A" statement on the
matters specified in paragraph 3 and 4 of the Order.

(2) As required by Section 143 (3) of the Act, based on our audit 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, Statement of Profit and Loss including other comprehensive income, Cash Flow
Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the
relevant books of account maintained.

(D) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS 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 31^st March, 2024 taken on
record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being
appointed as a director in terms of Section 164 (2) of the Act.

(F) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls over financial reporting.

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

(H) With respect to other matter to be included in the Auditor''s Report in accordance with the 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 :

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

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

(3) There were no amounts which were required to be transferred to the Investors Education and
Protection Fund by the Company.

(4) The management has represented that, to the best of it''s knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the company to or
in any other person(s) or entity, including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

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

(6) Based on audit procedures which we considered reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused them to believe that the representations under
clause (4) and (5) contain any material mis-statement.

(7) The Company has used accounting softwares for maintaining its books of account for the financial
year ended 31^st March, 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.

As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1^st April 2023, reporting under
Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the year ended 31^st March 2024.

For, NAIMISH N. SHAH & CO

CHARTERED ACCOUNTANTS
(F. R. No.: 106829W)

Sd/-

(CA PRANAV N. SHAH)

PROPRIETOR

PLACE: AHMEDABAD (M. No.: 033747)

DATE: 29^th May, 2024 UDIN : 24033747BJZYAS1797

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Mar 31, 2014

We have audited the accompanying financial statements of INDO CREDIT CAPITAL LIMITED, which comprise the Balance Sheet as at March 31,2014, 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 and financial performance and Cash Flow of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Opinion

In our opinion and to the best of our knowledge and according to the information and 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 31,2014; and

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 Cash flow statement, of the cash flows of the company 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 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, 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 Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013.

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.

ANNEXURE TO AUDITORS'' REPORT

The Annexure referred to in our report to the members of Indo Credit Capital Limited (the Company) for the year ended 31st March, 2014, We report that:

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year substantial part of fixed assets has not been disposed off.

2 According to the information & explanations given to us company does not have any inventory.

3 (a) The Company has not granted any loans to the Company, Firms or other parties covered in register maintained under Section 301 of the Companies Act, 1956

(b) The Company has not taken any loan to the Companies covered in register maintained under Section 301 of the Companies Act, 1956

4 In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purpose of shares and sale of shares. During the course of our audit; we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

5 According to the information and explanations given to us, Company has not entered into any contract or arrangement with any party referred to in section 301 of the Companies Act, 1956 therefore paras (a) and (b) are not applicable.

6 The company has not accepted any deposit from the public and hence the provisions of Section 58 A and 58AA of the Companies Act, 1956 and rules framed there under, are not applicable.

The company is Non-Banking Finance Company (NBFC). As informed to us, the company has complied with Non-Banking Financial (Non-Deposit Accepting or Holding) Company''s Prudential Norms (Reserve Bank) Directions, 2007, as amended upto 30/06/2013 in respect of submitting various certificates regarding its engagement in NBFI activity requiring to hold the CoR.

7 The Paid-up capital and Reserves of the Company as at the commencement of the financial year concerned exceeded Rs. 50 Lacs. The company has adequate internal audit system commensurate with the size and nature of its business.

8 As per information and explanations given to us by management, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the Company. Therefore, no further comments are required to be made.

9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the

Company is regular in depositing undisputed statutory dues in respect of Provident Fund, employees state Insurance, Income Tax, Sales Tax, Cess and other statutory dues as appropriate with the authorities.

(b) According to the information and explanations given to us, there was no undisputed amount outstanding & payable in statutory dues as at 31st March, 2014, for a period of more than six months from the date of they become payable.

10 In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further, the company has incurred cash loss during the financial year covered by our audit.

11 The Company has not taken any loan from financial institution and further it was not raised any funds through issue of debentures, hence the question of default is repayment of dues does not arise.

12 According to the information and explanations given to us, the Company has not granted any 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 provisions of clause (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the company.

14 In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments and proper records have been maintained of the transaction and contracts. Timely entries have also been made. Shares and other investments are also held in the name of the company.

15 the company has not given any guarantee against loan taken by others from Banks and Financial Institutions and hence the question of terms and conditions prejudicial to the interest of the company does not arise.

16 The company has not taken any term loan and hence the related reporting requirements are not applicable.

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as on 31st March, 2014, in our opinion, there are no funds raised on a short-term basis which have been used for long term investment.

18 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 during the year.

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

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

For, NAIMISH N. SHAH & CO. CHARTERED ACCOUNTANTS (F.R.No. : 106829W)

PLACE : AHMEDABAD CA. PRANAV N. SHAH

DATE : May 29, 2014 (PROPRIETOR)

(M.NO. : 033747)

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Mar 31, 2010

We have audited the attached Balance Sheet of INDO CREDIT CAPITAL LIMITED, as at 31st March, 2010, the Profit & Loss Account and also the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstafement. 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 presentation of the financial statements. 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 Department of Company affairs, in terms of Section 227(4A)of the Companies Act, 1956 and in terms of the information and explanations given to us and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

(b) In our opinion, proper Books of Accounts as required by Companies Act, 1956 have been kept by the Company so far appears from our examination of the Books of the Company.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts of the Company.

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

(e) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the" Director is, as at 31st March, 2010 prima-facie disqualified 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 financial statements, read together with other notes thereon, give the information required toy 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:

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

(2) in the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

(3) in the case of cash flow statement, of the cash flows of the company for the year ended on that date;

ANNEXURE (Referred to in paragraph 1 of our Audit Report of even date)

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

(b) All the Fixed Assets have been physically verified by the management at reasonable intervals during the year and to the best of our knowledge, no material discrepancies were noticed on such verification.

(c) Company has not disposed off any fixed assets during the year. Therefore, the question of affecting the going concern status of the company does not arise.

(2) As the company is not engaged in manufacturing or trading activities of any articles, clause relating to physical verification are not applicable.

(3) As informed to us, the company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in registered maintained U/s. 301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of shares and sale of shares. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(5) 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 there are no transactions that need to be entered into the registered maintained U/s. 301 of the Companies Act, 1956.

(6) The Company is a Non-Banking Finance Company (NBFC). However, the company has not accepted any deposit from public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58 A and 58AA of the Companies Act, 1956 and rules framed there under, are not applicable. In view of non-acceptance of public deposits, the question of order by Company Law Board does not arise.

(7) The Paid-up capital and Reserves of the Company as at the commencement of the financial year concerned exceeded Rs. 50 Lacs. The company has adequate internal audit system commensurate with the size and nature of its business.

(8) To the best of our knowledge and as explained, the central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 for the products of the company.

(9) (a) According to the records of the Company, undisputed statutory dues including Provident Fund state insurance, income tax,

sales tax, cess and other statutory dues have been regularly deposited with appropriate authorities during the year.

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

(10) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further, the company has incurred cash loss during the financial year covered by our audit and the immediately preceding financial year.

(11) The Company has not taken any loan from the financial institution and further it has not raised any funds through issue of debentures. Hence the question of default is repayment of dues does not arise.

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

(13) The Company does not fall within the category of Chit Fund / Nidhi / Mutual Benefit Fund / Society and hence the related reporting requirements are not applicable.

(14) In our opinion, the Company is dealing or trading in shares, securities, debentures and other investments and proper records have been maintained of the transaction and contracts. Timely entries have also been made. Shares and other investments are also held in the name of the company.

(15) The Company has not given any guarantee against loan taken by others from Banks and Financial Institutions and hence the question of terms and conditions prejudicial to the interest of the company does not arise.

(16) The company has not taken any term loan and hence the related reporting requirements are not applicable.

(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 raised on short term basis have been used for long term investments.

(18) 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 during the year.

(20) The Company has not raised any money by way of public issue during the year under review.

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

For, NAIMISH N. SHAH & CO. CHARTERED ACCOUNTANTS (F.R.No.:106829W) PRANAVN.SHAH (PROPRIETOR) (M.NO.: 033747)

PLACE : AHMEDABAD DATE : 25th August, 2010

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Mar 31, 2009

We have audited the attached Balance Sheet of INDO CREDIT CAPITAL LIMITED, as at 31st March, 2009, the Profit & Loss Account and also the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any 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 presentation of the financial statements. 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 Department of Company affairs, in terms of Section 227(4A) of the Companies Act, 1956 and in terms of the information and explanations given to us and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

(b) In our opinion, proper Books of Accounts as required by Companies Act, 1956 have been kept by the Company so far appears from our examination of the Books of the Company.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts of the Company.

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

(e) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Director is, as at 31 March, 2009 prima- facie disqualified 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 financial statements, read together with 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 :

(1) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

(2) in the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

(3) in the case of cash flow statement, of the cash flows of the company for the year ended on that date;

ANNEXURE (Referred to in paragraph 1 of our Audit Report of even date)

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

(b)AII the Fixed Assets have been physically verified by-the management at reasonable intervals during the year and to the best of our knowledge, no material discrepancies were noticed on such verification.

(c) Company has not disposed off any fixed assets during the year. Therefore, the question of affecting the going concern status of the company does not arise.

(2) As the company is not engaged in manufacturing or trading activities of any articles, clause relating to physical verification are not applicable.

(3) As informed to us, the company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in registered maintained U/s. 301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of shares and sale of shares. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(5) 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 there are no transactions that need to be entered into the registered maintained U/s. 301 of the Companies Act, 1956.

(6) The Company is a Non-Banking Finance Company (NBFC). However, the company has not accepted any deposit from public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58 A and 58AA of the Companies Act, 1956 and rules framed there under, are not applicable. In view of non-acceptance of public deposits, the question of order by Company Law Board does not arise.

(7) The Paid-up capital and Reserves of the Company as at the commencement of the financial year concerned exceeded Rs. 50 Lacs. The company has adequate internal audit system commensurate with the size and nature of its business.

(8) To the best of our knowledge and as explained, the central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 for the products of the company.

(9) (a) According to the records of the Company, undisputed statutory

dues including Provident Fund state insurance, income tax, sales tax, cess and other statutory dues have been regularly deposited with appropriate authorities during the year.

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

(10)In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further, the company has incurred cash loss during the financial year covered by our audit and the immediately preceding financial year.

(11) The Company has not taken any loan from the financial institution and further it has not raised any funds through issue of debentures. Hence the question of default is repayment of dues does not arise.

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

(13) The Company does not fall within the category of Chit Fund / Nidhi / Mutual Benefit Fund / Society and hence the related reporting requirements are not applicable.

(14) In our opinion, the Company is dealing or trading in shares, securities, debentures and other investments and proper records have been maintained of the transaction and contracts. Timely entries have also been made. Shares and other investments are also held in the name of the company.

(15) The Company has not given any guarantee against loan taken by others from Banks and Financial Institutions and hence the question of terms and conditions prejudicial to the interest of the company does not arise.

(16) The company has not taken any term loan and hence the related reporting requirements are not applicable.

(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 raised on short term basis have been used for long term investments.

(18) 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 during the year.

(20) The Company has not raised any money by way of public issue during the year under review.

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

For, NAIMISH N. SHAH & CO. CHARTERED ACCOUNTANTS

PLACE : AHMEDABAD DATE : JUNE 30, 2009 (PROPRIETOR)