Auditor Report of Ken Financial Services Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Ken Financial Services Limited
(the ''Company''), which comprise the Balance Sheet as at March 31, 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 a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the
''financial statements'').

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

Basis of Opinion

We conducted our audit of the 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 Auditors'' responsibility 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 judgement, 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 there are no key audit matters to be communicated in our report.

The Company''s Board of Directors is responsible for the other information. The other
information comprises the information included in the company''s annual report but does not
include the financial statements, and our auditors'' report thereon. The Director''s report is
expected to be made available to us after the date of this Auditor''s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the 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 and Board of Directors'' Responsibilities for the financial statements

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

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditors'' 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 judgement 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 financial control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls 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 the 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 auditors'' report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors''
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

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

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

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

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

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

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), as amended,
issued by the Central Government of India in terms of sub-section (11) of Section 143 of
the Act and on basis of such checks of books and records of the company as we
considered appropriate and according the information and explanations given to us, we
give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of
the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), the statement of changes in equity and 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 standalone 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 March
31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164 (2) of the Act.

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

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

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

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

iv. (a) The management has represented that, to the best of its knowledge

and belief, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other 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
to or on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge
and belief, no funds have been received by the company from any
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 from or on behalf of the Ultimate
Beneficiaries; and

(c) Based on audit procedures which we considered reasonable and
appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under sub-clause (i)
and (ii) contain any material mis-statement.

v. The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

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

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 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 financial year
ended March 31, 2024.

(h) With respect to the matter to be included in the Auditors'' Report under Section 197(16)
of the Act:

In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us.

For and on behalf of

Satya Prakash Natani & Co.

Chartered Accountants

Firm''s Registration No.: 115438W

Satya Prakash Natani

Mumbai Partner

May 30, 2024 Membership No.: 048091

UDIN: 24048091BKAPVZ1528

---

Mar 31, 2015

We have reviewed the compliance of conditions of Corporate Governance by Ken Financial Services Limited for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and the management, we certify that the Company has complied with the conditions of Corporate Governance in all material respect as stipulated in the above mentioned listing agreement.

We state that there are no investor grievance(s) pending for a period exceeding one month against the company as per the report given by the Registrars of the Company and placed before the Investor Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

To the Members of

Ken Financial Services Limited.

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Ken Financial Services Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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 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.

Auditors' 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of 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 qualified audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2015, and its Loss for the year ended on that date.

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 of India in terms of sub-section (11) of Section 143 of the Act and on basis of such checks of books and records of the company as we considered appropriate and according the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the 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 and the Statement of Profit and Loss 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 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

(Referred to in Paragraph (1) of our Report of even date)

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

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

(ii) The stock of shares and securities is held in dematerialized form and therefore physical verification of stock is not required. Consequently, the provisions of clauses ii (a) and ii (b) of the order are not applicable to the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company.

(iv) 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 purchases of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Act and the rules framed there under to the extent notified.

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

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

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

(c) The Company was not require to transfer any amount to Investor Education and Protection Fund in accordance with the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(ix) 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.

(x) 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 given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanation given to us, the Company has not obtained any term loan during the year.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Motilal & Associates

Chartered Accountants

Firm Reg. No. 106584W

(Motilal Jain)

Place: Mumbai Proprietor

Date: 30th May 2015 Membership No. 036811

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Mar 31, 2014

We have audited the accompanying financial statements of Ken Financial Services Limited which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 Statement of Profit and Loss of the Loss 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. This report includes a statement on the matter specified in paragraph 4 of the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956; we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss 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 comply with the Accounting Standards notified under 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.

(Referred to in Paragraph (1) of our Report of even date)

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such physical 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.

(ii) (a) The stock of shares and securities is held in dematerialized form and therefore physical verification of stock is not required.

(iii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken interest free loan from one party listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount taken was Rs. 20,522/- and the year-end balance was Rs. NIL.

(f) The loan taken is interest free. Three is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facia prejudicial to the interest of the company or not.

(g) As there is no is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

(iv) 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 purchases of fixed assets and for the sale of services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year, have been made at prices/rates which are reasonable having regard to the prevailed market prices at the relevant time.

(vi) As per information & explanations given by the management, The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

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

(viii) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, and therefore this clause is not applicable to the company.

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

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) 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.

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

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

(xiv) The company is dealing in shares and securities and proper records have been maintained of the transactions and contracts and timely entries have been made therein also the shares and securities have been held by the company, in its own name.

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

(xvi) The company has not raised any term loans during the year. Accordingly, Clause 4(xvi) of the order is not applicable.

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

(xviii) 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.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issues during the year.

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

For Motilal & Associates

Chartered Accountants

Firm Reg. No. 106584W



Sd/-

(Motilal Jain)

Place: Mumbai Proprietor

Date: 30/05/2014 Membership No. 036811

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Mar 31, 2012

We have audited die attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED as at 31st March, 2012, Statement of Profit and Loss and'' also Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibilities of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,'' on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required, by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in tens of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

ii) 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 the books.

iii) The said Balance sheet and Statement of Profit and Loss dealt by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Statement of Profit & Loss dealt with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

v) On the basis of the written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, We report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of Sub- section (I) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 m the manner so required and give a true and hair view:

a) In the case of Balance Sheet of the state of affairs of the Company as at 31March, 2012 and;

b) In the case of Statement of Profit and Loss account of the Loss for the year ended on that date.

c) 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 (2) of our report of even date on the accounts for the year ended 31st March ,2012 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the Company is not affected

ii. (a) There in no stock in Trade, which have been required for physically verified during the year by the management, therefore above provision is not applicable.

(b) In our opinion, the procedure of physical verification of stocks was not possible as there is no stock.

iii. (a) The Company has not granted loan to any party listed in the register to be maintained under section 301 of the Companies Act, 1956. Therefore sub-clause (b), (c) and (d) to clause (iii) are not applicable to the Company .

(b) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 5,90,522:/- and the yearend balance were Rs. 5,90,522/- respectively.

(c) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(d) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

iv. In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

v. in our opinion and according to the information and explanations given to us, . the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

vi. As informed to us the company has not accepted any deposits from the public to which section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

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

viii. As informed to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

ix. According to the records of the company and the information and explanations given to us, undisputed statutory'' dues including provident fund, investor education and protections fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty cess and other material statutory dues applicable to it, have been regularly deposited with the appropriate authorities. As explained to us, no undisputed amounts payable were outstanding for more than six months at the end of the accounting year from the date they become payable.

x. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

xi. Based on our audit procedures and according to the information and explanations given to us, during the year, there are no dues from the bank or Financial Institution.

xii. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities.

Therefore, the provisions of clause 4(xii) of the companies (Auditor''s Report) Order 2003 are not applicable to the Company.

xiii. 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 ( Auditor''s Report) Order 2003 are not applicable to the Company.

xiv. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

xv. As informed to us, the Company has not given any guarantee for any loans taken „ by other from bank or financial institutions. Therefore, the provisions of clause

(xv) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

xvi. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

xvii. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year under review.

xix. The Company has not issued any debentures during the year.

xx. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditor''s Report) Order 2003 does not arise.

xxi. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

Place: Mumbai For Martial & Associates

Dated: 03-09-2012 Chartered Accountants

FR No. 106584W

Sd/-

(Motilal Jain)

Proprietor

M. No. 036811

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Mar 31, 2011

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibilities of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit,

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required, by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

ii) 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 the books.

iii) The said Balance sheet and Profit & Loss Account dealt by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

v) On the basis of the written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, We report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of Sub-section (I) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 In the manner so required and give a true and fair view:

a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011 and:

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

c) 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 (2) of our report of even date on the accounts for the year ended 31st March, 2011 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii. (a) The stock in trade have been physically verified during the year by the management, In our opinion, the frequency of verification is reasonable.

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

(c) According to the Information and explanations given to us the company is maintaining proper records of inventory and discrepancies found in physical verification have been properly dealt with in the accounts.

iii. (a) The Company has not granted loan to any party listed in the register to be maintained under section 301 of the Companies Act, 1956.

Therefore sub-clause (b), (c) and (d) to clause (iii) are not applicable to the Company.

(b) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 6,90,522/- and the year end balcnce were Rs. 5,90,522/- respectively.

(c) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(d) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

v. in our opinion and according to the explanations given to us, there is an adequate internal of article system commensurate with the size of the company and the nature of its business with yard to purchases of inventory, fixed assets and sale of goods and services. During the course the audit we have not observed any continuing failure to correct major weaknesses in internal opinion and according to the information and explanations given to us, the transactions Purchase of inventory in pursuance of contracts of arrangements entered in the registeintained under Section 301 of the Act, and aggregating during the year to Rs. 5,00,000 Cornore in respect of each party have been made at the prevailing market prices at the relevant

vi. An informed to us the company has not accepted any deposits from the public to which section 58A. 5SAA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

Vii. in our opinion, the Company has an adequate internal audit system commensurate with its size arid nature of its business.

viii. As informed to us, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

ix. According to the records of the company and the information and explanations given to us, undisputed statutory dues including provident fund, investor education and protections fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty cess and other material statutory dues applicable to it, have been regularly deposited with the appropriate authorities. As explained to us, no undisputed amounts payable were outstanding for more than six months at the end of the accounting year from the date they become payable.

x. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

xi. Based on our audit procedures and according to the information and explanations given to us, during the year, there are no dues from the bank or Financial Institution.

xii. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditor's Report) Order 2003 are not applicable to the Company.

xiii. 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 (Auditor's Report) Order 2003 are not applicable to the Company.

xiv. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

xv. As informed to us, the Company has not given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

xvi. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

xvii. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year under review.

xix. The Company has not issued any debentures during the year.

xx. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditor's Report) Order 2003 does not arise.

xxi. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

For Motilal & Associates

Chartered Accountants .

FR No.:106584W

Sd/- Motilal Jain

Place: Mumbai Proprietor

Dated: 31-05-2011 M.,No.036811

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Mar 31, 2010

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED Mumbai as at 31st March, 2010 and also the Profit & Loss Account and 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required, by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

(iii)The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Except AS-15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

(v) 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 (I) of Section 274 of the Companies Act, 1956;

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

(b) In the case of the Profit and Loss Account, of the Profit of the Company 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.

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March ,2010 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) None of the fixed assets have been revalued during the year.

2. (a) The stock in Trade have been physically verified during the year by the management.

In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventories and discrepancies noticed on physical verification of stock as compared to book records were not material considering the operations of the Company and have been properly dealt with in the books ot account.

3. (a) The Company has granted loans to One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The maximum amount given Rs. 4,37,000/- and the year end balance was Rs. Nil.

(b) The loan granted is interest free and there is no stipulation as to other terms and conditions, therefore we are unable to comment under this clause.

(c) As the term of repayment of such loans has not been stipulated, we are unable to comment upon regularity of payment of principal amount.

(d) As the term of repayment of such loans has not been stipulated, we are unable to comment upon overdue amount.

(e) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 7,15,522/- and the year end balance were Rs. 6,90,522/- respectively.

(f) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(g) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

4. In our opinion and according to the explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and rules framed there under are not applicable.

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

8. In the present case, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

9. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, custom duty, excise duty, cess, service tax and other material statutory dues applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amount is outstanding for more than six months at the end of the accounting year.

10. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

11. There are no dues from the bank or financial institutions.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Order 2003 are not applicable to the Company.

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. The Company is maintaining proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

15. As informed to us, the Company has not given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

16. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

17. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares during the year under review.

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

20. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditors Report) Order 2003 does not arise.

21. On the basis of our examinations and 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 the audit.

Place : Mumbai For V. P. Agrawal & Co.

Dated : 31-05-2010 Chartered Accountants



Sd/- (Vimal Agrawal)

Partner

M. No.: 402808

---

Mar 31, 2009

We have audited the attached Balance Sheet of KEN FINANCIAL SERVICES LIMITED Mumbai as at 31st March, 2009 and also the Profit & Loss Account and 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required, by the Companies (Auditors Report) Order,2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, We enclose in the annexure, a statement on the matters prescribed in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt. with by this report comply with the accounting Standards referred to in sub-section (3C) of Section 211 of the Company Act, 1956; Excepts AS 15 on "Accounting of Retirement Benefit to Employees" which is on cash basis.

(v) On the basis of the written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, We report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of Sub-section (I) of Section 274 of the Companies Act, 1956;

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with and subject to notes thereon, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

(b) In the case of the Profit and Loss Account, of the Profit of the Company 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.

Annexure Referred to in paragraph (2) of our report of even date on the accounts for the year ended 31st March ,2009 of KEN FINANCIAL SERVICES LIMITED.

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

(b) According to the information and explanation given to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) None of the fixed assets have been revalued during the year.

2. (a) The stock in Trade have been physically verified during the year by the management.

In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventories and discrepancies noticed on physical verification of stock as compared to book records were not material considering the operations of the Company and have been properly dealt with in the books of account.

3. (a) The Company has granted loans to One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The maximum amount given and the year end balance was Rs. 4,37,000/-.

(b) The loan granted is interest free and there is no stipulation as to other terms and conditions, therefore we are unable to comment under this clause.

(c) As the term of repayment of such loans has not been stipulated, we are unable to comment upon regularity of payment of principal amount.

(d) As the term of repayment of such loans has not been stipulated, we are unable to comment upon overdue amount.

(e) The Company has taken interest free loans from two parties listed in the register maintained under section 301 of the Act. The maximum amount taken Rs. 9,65,522/- and the year end balance were Rs. 7,15,522/- respectively!

(f) The loans taken are interest free. There is no stipulation as to the other terms and conditions, therefore we are unable to comment whether the loan taken are prima facie prejudicial to the interest of the company or not.

(g) As there is no stipulation as to the terms and conditions we are unable to comment on the regularity of the repayment of loan taken.

4. In our opinion and according to the explanations given to us, there is an adeouate internal control system commensurate with the size of the company and the nature of its Dusiness with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, the transactions of purchase of inventory in pursuance of contracts of arrangements entered in the register maintained under Section 301 of the Act, and aggregating during the year to Rs.5,00,000 or more in respect of each party have been made at the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and rules framed there under are not applicable.

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

8. In the present case, the Central Government has not prescribed the maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956.

9. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, custom duty, excise duty, cess, service tax and other, material statutory dues applicable, have generally been regularly deposited with the appropriate authorities. No undisputed amount is outstanding for more than six months at the end of the accounting year.

10. As the Company has neither accumulated losses nor has incurred cash losses in the current year or immediately preceding financial year, no comment under this clause is required.

11. There are no dues from the bank or financial institutions.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge on any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Order 2003 are not applicable to the Company.

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. The Company is maintaining timely proper records of the transaction and contracts for purchases or sales of shares, securities, debentures and other investment, and the same is held by the company in its own name.

15. As informed to us, the Company has nui given any guarantee for any loans taken by other from bank or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

16. On the basis of information and explanations given to us, the company has not obtained and / or applied any term loan during the year.

17. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares during the year under review.

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

20. During the year under review, The Company has not raised any money by way of public issues. Hence the question of verification of end use of money raised in public issue as per the provision of clause 4(xx) of the companies (Auditors Report) Order 2003 does not arise.

21. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the Company has been noticed or reported during the course of the audit.

Place : Mumbai For V. P. Agrawal & Co.

Dated : 30-06-2009 Chartered Accountants

Sd/-

(Vimal Agrawal)

Partner

Membership No. 402808