Auditor Report of Indus Finance Ltd.

Mar 31, 2025

To the Members of Indus Finance Limited Report on the audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Indus Finance Limited (“the Company”), which comprise the balance sheet as at 31 March 2025, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (''Ind AS'') and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit, total other comprehensive income/(expense), the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How the matter was addressed in our audit
Impairment of financial assets as on	Our audit procedures included the following:
31/03/2025
(Expected Credit Loss)	Read and assessed the company''s accounting policies
(Refer note 4 of the financial statements)	for	impairment of financial assets and their
	compliance with Ind AS 109.
Ind AS 109 relating to “Financial Instruments”
requires the company to provide for	1.	Assessed the approach of the Company for
impairment of its financial assets using the		categorisation of loans into various stages.
expected credit loss (ECL) approach.		Tested a sample of performing (stage 1)
		assets to assess whether any SICR or loss
The Company has recognized impairment loss		indicators were present requiring them to be
allowance of Rs.112.88 lakhs as at 31 March		classified under stage 2 or 3.
2025. This involves management''s judgement	2.	Analysed the valuation reports of the
in the calculation of impairment allowance		property secured against the loans with
which has a significant impact on the financial		respect to categorisation of loans.
statements.	3.	Engaged our team to review management''s
		approach for calculating ECL and assess the
		key assumptions i.e., probability of default
Management is required to determine the		(PD) and loss given default (LGD) used to
expected credit loss that may occur over either		determine ECL.
a 12-month period or the remaining life of an	4.	Performing test of details over calculation of
asset, depending on the categorisation of the		ECL for assessing the correctness of the
individual asset.		same.
The key areas of judgement include:	5.	Assessed the progress in settlement with the
1. Categorisation of loans in Stage 1, 2 and 3		financial creditors of the associate company,
based on identification of:		assessed the reason for qualification by the
(a) exposures with significant increase in credit		previous auditor and availability of option for
risk (''SICR'') since their origination		liquidity of its investments in the open
(b) Individually impaired / default exposures		market.
and	6	Assessed whether the disclosures on key
(c) Valuation of the property provided as		judgements, assumptions and quantitative
security		data with respect to impairment loss
		allowance in the financial statements are
2. Determination of Loss Given Default		appropriate and sufficient.
(''LGD'') and Probability of Default (''PD'') to
calculate ECL based on standard value as	As a result of the above audit procedure, no material
adopted.	differences were noted.
3. The impact of different future
macroeconomic conditions in the
determination of ECL.
These judgements required the models to be
reassessed including the impact of Covid -19
pandemic to measure the ECL. The extent to
which the COVID-19 pandemic will impact
the Company''s current estimate of impairment
loss allowances is dependent on future
developments, which are highly uncertain at

this point. Given the size of loan portfolio relative to the balance sheet and the impact of impairment allowance on the financial statements, we have considered this as a key audit matter.

Assessment of carrying value of equity Investments in Associates and fair value of other investments as on 31/03/2025 (Refer note 5 of the financial statements) The Company has equity investments in its associates and other companies. The Company accounts for equity investments in associates and other investments at fair value. The Company has investment in its associate company to the tune of Rs.208.55 lakhs at book value. For investments carried at fair values, a fair valuation is done at the year-end as required by Ind AS 109. The accounting for investments is a Key Audit Matter as the determination of recoverable value for impairment assessment/fair valuation involves significant management judgement and estimates such as future expected level of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate etc.

Our audit procedures included the following: 1. Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company’s key controls over the impairment assessment and fair valuation of material investments. 2. Evaluated the Company’s process regarding impairment assessment and fair valuation by involving auditor’s valuation experts, as applicable to assist in assessing the appropriateness of the valuation model including the independent assessment of the underlying assumptions relating to discount rate, terminal value etc. 3. Assessed the carrying value/fair value calculations of all individually material investments, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us and the auditor’s valuation experts. 4. Assessed the progress in settlement with the financial creditors of the associate company, assessed the reason for qualification by the previous auditor and availability of option for liquidity of its investments in the open market. 5. Checked the mathematical accuracy of the impairment model and agreed the relevant data on sample basis with the latest budgets, actual past results and other supporting documents. 6. Evaluated the adequacy of the disclosures made in the Financial Statements. Based on the above procedures performed, we did not identify any significant exceptions in the management’s assessment in relation to the carrying value of equity investments in associates and fair value of other investments.

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

The Company''s Management and Board of directors are responsible for the preparation of other information. The other information comprises Board''s Report, Report on Corporate governance and Business responsibility report but does not include the financial statements and our auditor''s report thereon.

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

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

Based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that we have nothing to report in this regard.

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

The Company''s Management and Board of Directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of financial position, financial performance including other comprehensive income/(expense), 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. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

(1) As required by the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Direction, 2016, issued by the Reserve Bank of India, in exercise of the powers conferred by sub-section (1A) of Section 45MA of the Reserve Bank of India Act, 1934, we given in the “Annexure A”, an additional Audit Report addressed to the Board of Directors containing our statements on the matters specified therein.

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

(3) 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 except for the matters stated in the paragraph 2(i)f below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”. Our report expresses an unmodified opinion on the

adequacy and operating 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 the requirements of section 197(16) of the Act, as amended, in our opinion and according to information and 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; and

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

a. The Company does not have any other pending litigations which would impact its financial position except the issues disclosed appropriately;

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

c. As per information and explanation represented by the management, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

d. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts

i. no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ''Intermediaries'', with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ''Ultimate Beneficiaries'' or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

ii. no funds have been received by the company from any person(s) or entity(ies), including foreign entities ''Funding Parties'', with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ''Ultimate Beneficiaries'' or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iii. Based on audit procedures carried out by us, that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

e. As per information and explanation represented by Management and based on the records of the Company, the dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

The Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

f. Based on our examination which included test checks, the company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2025 which have a feature of recording audit trail (edit log) facility and the same has operated through the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For B N Misra & Co

Chartered Accountants

Firm Reg No: 321095E

CA V Natarajan

Place: Chennai Partner

Membership No.: 204900

Date : 27-05-2025 UDIN: 25204900BMQUKY1062

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Mar 31, 2024

Indus Finance Limited

Report on the audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Indus Finance Limited (“the Company”), which comprise the balance sheet as at 31 March 2024, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How the matter was addressed in our audit
Impairment of financial assets as on 31/03/2024 (Expected Credit Loss) (Refer note 4 of the financial statements) Ind AS 109 relating to “Financial Instruments” requires the company to provide for	Our audit procedures included the following: Read and assessed the company''s accounting policies for impairment of financial assets and their compliance with Ind AS 109. 1. Assessed the approach of the Company for

impairment of its financial assets using the		categorisation of loans into various stages.
expected credit loss (ECL) approach.		Tested a sample of performing (stage 1) assets to assess whether any SICR or loss
The Company has recognized impairment loss		indicators were present requiring them to be
allowance of Rs.89.70 lakhs as at 31 March		classified under stage 2 or 3.
2024. This involves management''s judgement	2.	Analysed the valuation reports of the
in the calculation of impairment allowance		property secured against the loans with
which has a significant impact on the financial		respect to categorisation of loans.
statements.	3.	Engaged our team to review management''s approach for calculating ECL and assess the key assumptions i.e., probability of default
Management is required to determine the		(PD) and loss given default (LGD) used to
expected credit loss that may occur over either		determine ECL.
a 12-month period or the remaining life of an	4.	Performing test of details over calculation of
asset, depending on the categorisation of the		ECL for assessing the correctness of the
individual asset.		same.
The key areas of judgement include:	5.	Assessed the progress in settlement with the
1. Categorisation of loans in Stage 1, 2 and 3		financial creditors of the associate company,
based on identification of:		assessed the reason for qualification by the
(a) exposures with significant increase in credit		previous auditor and availability of option for
risk (''SICR'') since their origination		liquidity of its investments in the open
(b) Individually impaired / default exposures		market.
and	6.	Assessed whether the disclosures on key
(c) Valuation of the property provided as		judgements, assumptions and quantitative
security		data with respect to impairment loss allowance in the financial statements are
2. Determination of Loss Given Default (''LGD'') and Probability of Default (''PD'') to		appropriate and sufficient.
calculate ECL based on standard value as	As a result of the above audit procedure, no material
adopted.	differences were noted.
3. The impact of different future macroeconomic conditions in the determination of ECL.
These judgements required the models to be reassessed including the impact of Covid -19 pandemic to measure the ECL. The extent to which the COVID-19 pandemic will impact the Company''s current estimate of impairment loss allowances is dependent on future developments, which are highly uncertain at this point. Given the size of loan portfolio relative to the balance sheet and the impact of impairment allowance on the financial statements, we have considered this as a key audit matter.

Assessment of carrying value of equity	Our audit procedures included the following:
Investments in Associates and fair value of other investments as on 31/03/2024	1.	Obtained an understanding from the
(Refer note 5 of the financial statements)		management, assessed and tested the design and operating effectiveness of the
The Company has equity investments in its		Company’s key controls over the impairment
associates and other companies.		assessment and fair valuation of material investments.
The Company accounts for equity investments	2.	Evaluated the Company’s process regarding
in associates and other investments at fair		impairment assessment and fair valuation by
value.		involving auditor’s valuation experts, as applicable to assist in assessing the
The Company has investment in its associate		appropriateness of the valuation model
company to the tune of Rs.342.80 lakhs at		including the independent assessment of the
book value. In the light of the order passed for		underlying assumptions relating to discount
admission of the petition for winding up of the		rate, terminal value etc.
associate company and also filing of the appeal	3.	Assessed the carrying value/fair value
with the Division Bench of the Honourable		calculations of all individually material
High Court of Madras for interim stay of all		investments, where applicable, to determine
further proceedings with respect to the order		whether the valuations performed by the
passed and the matter being sub-judice, the		Company were within an acceptable range
outcome is unascertainable at this stage.		determined by us and the auditor’s valuation experts.
For investments carried at fair values, a fair	4.	Assessed the progress in settlement with the
valuation is done at the year-end as required by		financial creditors of the associate company,
Ind AS 109.		assessed the reason for qualification by the previous auditor and availability of option for
The accounting for investments is a Key Audit		liquidity of its investments in the open
Matter as the determination of recoverable		market.
value for impairment assessment/fair valuation	5.	Checked the mathematical accuracy of the
involves significant management judgement		impairment model and agreed the relevant
and estimates such as future expected level of		data on sample basis with the latest budgets,
operations and related forecast of cash flows,		actual past results and other supporting
market conditions, discount rates, terminal		documents.
growth rate etc.	6.	Evaluated the adequacy of the disclosures made in the Financial Statements.
	Based	on the above procedures performed, we did
	not identify any significant exceptions in the management’s assessment in relation to the carrying value of equity investments in associates and fair value of other investments.

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

The Company''s Management and Board of directors are responsible for the preparation of other information. The other information comprises Board''s Report, Report on Corporate governance and Business responsibility report but does not include the financial statements and our auditor''s report thereon.

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

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

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

The Company''s Management and Board of Directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of financial position, financial performance including other comprehensive income/(expense), 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. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

(2) As required by Section 143(3) of the Act, 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 except for the matters stated in the paragraph 2(i)f below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act.

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

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)f below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” wherein we have expressed an unmodified opinion.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and according to information and 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; and

(i) 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:

a. The Company does not have any other pending litigations which would impact its financial position except the issues disclosed appropriately;

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

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

d. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts

i. no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ''Intermediaries'', with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ''Ultimate Beneficiaries'' or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

ii. no funds have been received by the company from any person(s) or entity(ies), including foreign entities ''Funding Parties'', with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ''Ultimate Beneficiaries'' or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iii. Based on audit procedures carried out by us, that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

e. The Company has not declared or paid any dividends during the year and accordingly reporting on the compliance with section 123 of the Companies Act, 2013 is not applicable for the year under consideration.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

Based on our examination which included test checks, except for the instances mentioned below, the company has used accounting software to maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated through the year for all relevant transactions recorded in the respective software:

i. The feature of recording audit trail (edit log) facility was not enabled at the application layer for the period 1 April 2023 to 2 April 2023.

Further, for the periods where audit trial (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

For B N Misra & Co

Chartered Accountants Firm Reg No: 321095E

CA V Natarajan

Place: Chennai Partner

Membership No.: 204900

Date : 27^th May 2024 UDIN: 24204900BKGDDX7279

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Mar 31, 2015

We have audited the accompanying financial statements of INDUS FINANCE LIMITEDfthe Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility forthe Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the paragraphs 'Emphasis of Matter', the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(i) Refer Note 10 (d) in the Financial Statements : The Other loans & advances (secured, considered good) includes a loan amount of Rs.2.5 Crores (PY: Rs.2.5 Crores) against which no interest income has been accounted and no principal amount is being received during the Financial Year 2014-15. In absence of information, we are unable to comment about the regularity of repayment of principal & interest.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the central government in terms sub-section (11) of section 143 of the Act, we give in Annexure B a statement on matters specified in paragraph 3 &4 of the said order.

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

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 those books.

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2015from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 18.1 to the financial statements.

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

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

The Annexure referred to in paragraph 1 in Other Legal and Regulatory Requirements of Our Report of even date to the members of INDUS FINANCE LIMITED on the accounts of the company for the year ended 31st March, 2015.

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

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

No Material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of Inventory, we are of the opinion that the company is maintaining proper records of its inventories.

No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) There is one company covered in the register maintained under section 189 of the Companies Act, 2013 to which the company has granted loans.

(b) The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(c) There is no overdue amount of loans granted to companies / firms / other parties listed in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regards to the purchase of inventories & fixed assets and with regards to sale of goods & services.

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

5. In ouropinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to deposits accepted from the public&from the members.

No Order has been passed by the Company Law Board or the National Company Law Tribunal or by any Court or by any other Tribunal with regard to such deposits.

6. Rules made by the Central Government for maintenance of Cost Records under section 148 (1) of the Companies Act, 2013 is not applicable.

7. (a) According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Sales-tax, Value Added Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, cess & other statutory dues applicable to it;

According to the information and explanations given to us, no undisputed amounts payable in respect of Sales-tax, Value Added Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty and Excise Duty were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable;

(b) According the records of the company, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Value Added Tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute.

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

8. The company does not have any accumulated losses as at 31st March, 2015. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

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

10. 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.

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

12. Based upon the audit procedures performed and the 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 V. Ramaratnam & Co Chartered Accountants FRN: 002956S

R. Sundar Partner Membership No. : 012339

Place: Chennai. Date: 15th June 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Indus Finance Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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. 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 31,2014;

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

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

We draw your attention to Note No.20.1 which describes the demand raised by Income Tax Department. The Department has attached some of the investments of the company which is not yet lifted.

Our opinion has not been qualified in respect of above stated matters as it does not affect the financial statements materially.

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 it 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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;.

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

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

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

(b) As explained to us, fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. The Company is a non-banking finance company and does not hold any inventories. Accordingly, paragraph 4(ii) (a), (b) and (c) of the order are not applicable.

3. (a) According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has granted to/taken loans from companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not granted loan or advances to any parties that are covered in the register maintained under Section 301 of the Act during the year. The amount involved during the year is NIL and the year end balance of such loans aggregates to Rs.4.85 Crores.

The Company has not taken any loans or advances from the parties that are covered in the register maintained under Section 301 of the Act during the year. The amount involved during the year is NIL and the year end balance of such loans aggregates to Rs.26.66 Crores.

(c) In our opinion the rate of interest and other terms and conditions on which loans have been granted / taken to / from companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

(d) The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(e) There is no overdue amount of loans granted to / taken from companies listed in the registers maintained under section 301 of the Companies Act, 1956.

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

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section, b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lacs rupees in a financial year are made under any contracts or arrangements at the price at which it is made are reasonable to prevailing market price.

6. The Company has not accepted any deposits from the public to which directives issued by the Reserve Bank of India and the provisions of under section 58A and 58AA of the Companies Act, 1956 and any other relevant provisions and the rules framed there under apply.

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

8. As per information & explanation given by the management and in our opinion, the company is predominantly a "Non- Banking Finance Company" and hence not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1)of section 209 of the Act.

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

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

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

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

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

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

14. In our opinion and according to information and explanations given to us, the Company is not dealing or trading in shares, securities, debenture, mutual funds & other Investments. The Company has invested surplus fund in the schemes of mutual funds and other investments.

According to the information and explanations given to us, proper records have been maintained of transactions and contract and timely entries have been made therein.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Accordingly, Paragraph 4 (xv) of the Order is not applicable to the company.

16. Based on our audit procedures and on the information given by the management, the company has not obtained any term loans from banks or financial institutions during the year. Accordingly, Paragraph 4 (xvi) of the Order is not applicable to the company.

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

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of Companies Act, 1956 during the year. Accordingly, Paragraph 4 (xviii) of the Order is not applicable to the company.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year. Accordingly, Paragraph 4 (xix) of the Order is not applicable to the company.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised any money by public issue during the year. Accordingly, Paragraph 4 (xx) of the Order is not applicable to the company.

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

For V. Ramaratnam & Co Chartered Accountants FRN:002956S

R. Sundar Partner Membership No. : 012339

Place: Chennai - 600 034.

Date: 30th May 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Indus Finance Corporation 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 CompaniesAct, 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 obtainreasonableassuranceaboutwhetherthefinancial statements arefreefrom 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.

Basis for Qualified Opinion:

1. Deviation from Accounting Policy. (Refer Note 2.1)ln case of Sale of Fixed Asset, the company has disclosed the Sale Consideration as Income and the Written Down Value is adjusted against the Reservesin the Balance Sheet. Consequent of which profitof the year isoverstated byRs.43,36,665/-;and

2. Non - Provisioning for NPA as per prudential norms stipulated by RBI: (Refer Note 2.18) The Company has not provided for Sub-Standard and Doubtful Asset as stipulated by Reserve Bank of India. Consequent of which Profit and Assets for the year are overstated by Rs.500,000/-(Sub Standard Asset Rs.5,000,000/-)

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the paragraph "Basis for Qualified Opinion", the financial statements give the information required bytheActin the mannerso required andgiveatrue and fairviewin conformitywiththeaccounting principles generally accepted in India:

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

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

c) inthecaseoftheCashFlowStatement.ofthecashflowsfortheyearendedonthatdate.

Emphasis of Matter

We draw your attention to Note No.21.1 which describes the demand raised by Income Tax Department. The Department has attached some of the investments of the company which is not yet lifted.

Our opinion has not been qualified in respect of above stated matters as it does not affect the financial statements materially.

Report on other Legal and Regulatory Requirements

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

2. Asrequiredbysection227(3)oftheAct,wereportthat:

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

b) inouropinionproper 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 agreementwith 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;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Indus Finance Corporation Limited on the accounts ofthecompanyfortheyearended31stMarch,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:

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

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

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted to/ taken loans from companies, listed in the registermaintainedunderSection301oftheCompaniesAct,1956.

(b) The Company has granted loan and advances to 2 parties that are covered in the register maintained under Section 301 of the Act. The amount involved during the year and the year-end balance of such loans aggregates to Rs.3,00,00,000/- & Rs.3,20,00,000/- respectively. The Company has taken loan from 2 parties that are covered in the register maintained under Section 301 of the Act. The amount involved during the year and the year-end balance of such loansaggregatestoRs.3,25,51,652/-&Rs.32,95,19,114/-respectively.

(c) In our opinion the rate of interest and other terms and conditions on which loans have been granted / taken to / from companies, firms or other parties listed in the registers maintained underSection 301 are not, primafacie, prejudicial to the interest of the company.

(d) The parties have repaid the principal amounts as stipulated and have been regular in the paymentofinterest.

(e) There is no overdue amount of loans granted to / taken from companies listed in the registers maintainedundersection301oftheCompaniesAct,1956.

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

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

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lacs rupees in a financial year are made under any contracts or arrangements at the price at which it is made are reasonable to prevailing market price.

6. The Company has not accepted any deposits from the public covered under section 58Aand 58AAof the Companies Act, 1956.

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

8. As per information & explanation given by the management and in our opinion, the company is predominantly a "Non- Banking Finance Company" and hence not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees'' State Insurance, Sales-tax, Income 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 on31st 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

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

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

12. According to the information and explanations given to us, the Company has not granted loans and advanceson the basisof security byway of pledgeof shares, debentures and othersecurities.

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

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

15. According to the information and explanations given to us, the Company has not given any guaranteesfor loan taken by othersfromabankorfinancial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheetofthe Company as at31stMarch,2013, we reportthat no funds raised on short-term basis have been used for long-term investment by the Company.

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

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

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

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

For V.Ramaratnam & Co

Chartered Accountants

FRN: 002956S

R. Sundar

Partner

Membership No.: 012339

Place: Chennai

Date:28-May-2013

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Mar 31, 2010

We have audited the.attached Balance Sheet of SUBUTHI FINANCE LIMITED, as at 31st March, 2010 and the Profit and Loss Account of the Company for the same period 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 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 misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors report) Order 2003, issued by the Central Government of India in terms of Section 227 (IV) (a) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the statement referred to in paragraph 1 above, we report that:

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

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

c. The Companys Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d. In our opinion the Profit & Loss Account and the Balance Sheet comply with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (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 with the notes thereon under Schedule give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity with the accounting principle generally accepted in India

1 In the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2010 and

2 In the case of the Profit and Loss Account, profit for the period ended on that date.

Annexure -1 RE: SUBUTHI FINANCE LIMITED Referred to Paragraph 2 of our 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 Assets have been physically verified by the management during the year and the Company has regular programme of verification which, in our opinion, is reasonable having regard to the nature of the Company and its size. No material discrepancies were noticed.

(c) The Company has not disposed off substantial portion of the fixed assets during the year, affecting the concern.

2. As the Company is a Non Banking Finance Company, the requirement for verification of inventory is not applicable.

3. The company has not taken any unsecured loan from a company covered under 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 nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanation given to us and according to the contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, the value of transactions exceeding Rs.5,00,000/- with those parties, are reasonable having regard to the prevailing market price.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public to which the provisions of section 58A and 58AA

of the Companies Act, 1956 and the Rules framed there under are applicable and therefore paragraph 4{vi) of the Order is not applicable.

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

8. As the Company is Non Banking Finance Company, it is not required to maintain Cost Audit Records under the Act.

9. In our opinion and according to the information and explanations given to us, the company does not have any undisputed statutory dues, as at 31st March, 2010 for a period of more than six months from the date they became payable to investor education protection fund, employees state insurance, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues, if any, with the appropriate authorities except Income Tax where the Income Tax Assessing Authorities have passed orders disallowing depreciation claimed by the Company and have demanded Rs. 1,02,43,906/- by way of Income Tax for the block assessment period 1993 - 94 to 1996 - 97 on 29th October, 1997, and have also raised a Tax demand of Rs. 99,32,914/- by disallowing certain lease expenses for the assessment years 1996-97,1997-98 and 1998-99. Also for the AY 2004-05, the department had raised a demand of Rs. 2,15,48,229/-.

10. The Company has neither accumulated losses nor incurred cash loss during the financial year covered under our audit and preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has no overdue of Installments payable to any financial Institutions.

12. In our opinion the company has maintained adequate records for loans granted on the basis of security by way of pledge of shares.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund, society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, where the company has given any guarantees for loans taken by others from banks or financial institutions the terms and conditions are not prejudicial to the interest of the Company.

15. The Company has not taken term loans during the period covered under our audit and there is no term loan outstanding as on the date of audit.

16. 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 short-term funds were invested in long-term investment.

17. According to the information and explanations given to us, there is no allotment of share capital during the period under our audit.

18. According to the information and explanations given to us during the period covered under our audit, the company has not issued any debentures during the year and hence, the provisions of clause no 4 (xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

19. According to the information and explanations given to us, the company has not raised any money by way of public issue during the year and therefore paragraph 4 (xx) of the Order is not applicable to the company.

20. 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 S. VASUDEVAN & ASSOCIATES

Chartered Accountants

CHENNAI S. Vasudevan

02.07.2010 Partner