Auditor Report of Prism Finance Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of PRISM FINANCE LIMITED (the Company), which comprise
the Balance Sheet as at March 31, 2025, the Statement Of Profit and Loss, including the Statement of Other
Comprehensive Income, the CashFlow Statement and the Statement of Changes in Equity for the year then ended, and
Notes to the Financial Statements, including a summary of Significant Accounting Policies and other Explanatory
Information (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, except for the effects of
the matter described in the Basis for Qualified Opinion section of our report, 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 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, the loss and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The company has an investment in unquoted shares of BVM Finance Pvt. Ltd. Whose carrying value is Rs.
1,00,00,000 as at March 31,2025. However, as per the latest available audited financials of the investee company
as at March 31, 2023, the net worth of the company has been negative end is under CIRP. However, the company
has not recognized the effect of the same in its Statement of the Profit and Loss. Hence, the loss for the period is
understated to that extent.

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (‘SAs’), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s
Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in
accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAl’s
Code of Ethics. 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.

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 for the financial year ended March 31,2025. 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. In addition to the matter described in the ‘Basis for Qualified Opinion’ section, we have
determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the ‘Auditor’s responsibilities for the audit of the Financial Statements’
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results
of our audit procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying Financial Statements.

Sr. No.	Key Audit Matter	Auditor’s Response
1	Valuation of Investments Measured at Fair Value Through Profit or Loss (FVTPL)	We evaluated the Company’s policies and processes for classification and fair valuation of financial instruments under Ind AS 109.
	The Company, being an Investment NBFC, holds a significant portion of its assets in listed and unlisted equity instruments, mutual funds, and other market- traded securities that are measured at fair value	For listed equity and mutual fund investments, we independently verified fair values with quoted closing market prices from stock exchanges and NAVs published by AMCs.

through profit or loss (FVTPL) in accordance with	For unlisted or less liquid instruments, we assessed the
Ind AS 109. The valuation of these instruments	valuation techniques, assumptions, and inputs applied
involves use of observable inputs for listed	by management, and engaged valuation specialists where
investments and significant judgement for unlisted or	appropriate.
thinly traded instruments, particularly where active	We examined whether the fair value hierarchy
market data is not readily available.	classification (Level 1, 2, 3) was appropriate.
Given the materiality of the investment portfolio, the	We reviewed the adequacy of related financial statement
inherent market volatility, and the impact of fair value	disclosures in accordance with Ind AS 107 and Schedule
movements on the statement of profit and loss, we	III of the Companies Act, 2013.
have determined the valuation of FVTPL investments	Our audit procedures included, among others:
as a key audit matter.	Evaluating the criteria and methodology applied by management in assessing whether a market is active as per Ind AS 113 Reviewing trading volumes, market depth, and frequency of transactions for selected financial instruments. Verifying whether quoted prices used for valuation represent prices from an active and orderly market. Assessing the classification of instruments into the fair value hierarchy (Level 1, 2, or 3). Testing the design and operating effectiveness of internal controls over fair value determination. Reviewing disclosures in the financial statements relating to active market determination and fair value hierarchy classification

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

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include
the Financial Statements and our auditor’s report thereon.

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

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge
obtained 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.

Responsibilities of Management and Board of Directors 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 the financial position,
financial performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Ind AS and the 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 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 Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the 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, make 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 for the financial year ended March 31,2025, 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 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 company’s balance sheet and the statement of profit and loss account dealt with by this report are in
agreement with the books of account.

d. In our opinion, the aforesaid IndAS financial statements, subject to the matters mentioned in the ‘Basis for
Qualified Opinion’ para above, comply with the IndAS specified under Section 133 of the Act, read with
relevant rules issued thereunder;

e. On the basis of the written representations received from the directors taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 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 over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

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 me:

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

ii. The Company does not have any long-term contracts, including derivative contracts having 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 during the year ended March 31, 2025.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate) 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 or entity, including foreign entity (“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.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“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.

(c) Based on such audit procedures that we have considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused me to believe that the representations
under both sub-clauses mentioned above contain any material mis-statement.

v. The company has not proposed or declared any dividend during the year.

vi. Based on our examination which included test checks, the company has used an accounting software
for maintaining its books of account which has a feature of recording audit trail (editlog) facility and the
same has operated throughout the year for all relevant transactions recorded in the accounting software.
Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered and preserved by the company in compliance with the applicable statutory requirements for
record retention.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of sub-section (16) of Section 197 of the Act, as amended, we report that to the best of our information and
according to the explanations given to us, remuneration paid by the Company to its directors during the year
is in accordance with the provisions of Section 197 of the Act.

2. As required by the Companies (Auditor’s Report) Order, 2020 (the ‘Order’), issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure B” a statement on the matters

specified in paragraphs 3 and 4 of the Order.

For H K Shah & Co.,

Chartered Accountants
FRN : 109583W

H K Shah

Partner

Place : Ahmedabad M.No.: 042758

Date : May 30, 2025 UDIN -25042758BMJSBD2673

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Mar 31, 2024

We have audited the accompanying Financial Statements of Prism Finance Limited (the Company), which comprise the
Balance Sheet as at March 31,2024, the Statement Of Profit and Loss, including the Statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and Notes to the
Financial Statements, including a summary of Significant Accounting Policies and other Explanatory Information
(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, except for the effects of
the matter described in the Basis for Qualified Opinion section of our report, 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 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, the profit and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The company has an investment in unquoted shares of company whose carrying value is Rs. 100 lakhs as at
March 31,2024. However, as per the latest available audited financials of the company as at March 31,2023, the
net worth of the company has been negative. However, the company has not recognized the effect of the same
in its Statement of the Profit and Loss. Hence, the profit (loss) and the investments (assets) are overstated to that
extent.

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (‘SAs''), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor''s
Responsibilities for the Audit of the Financial Statements'' section of our report. We are independent of the Company in
accordance with the ‘Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to ouraudit of the Financial Statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAl''s
Code of Ethics. 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.

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 for the financial year ended March 31,2024. 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. In addition to the matter described in the ‘Basis for Qualified Opinion'' section, we have
determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the ‘Auditor''s responsibilities for the audit of the Financial Statements''
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results
of our audit procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying Financial Statements.

Sr. No.	Key Audit Matter	Auditor’s Response
1	We have determined that there are no such matters to be conveyed	None

Other Matter

1. We have been appointed during the current financial year to fill in the casual vacancy caused by the resignation of
the outgoing auditor dated July 19, 2023. Further, the quarterly results for the previous quarter ended June 2023
have been reviewed by the predecessor auditor whose limited report review report dated August 14, 2023 has
expressed an unmodified conclusion.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s
Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include
the Financial Statements and our auditor''s report thereon.

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

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge
obtained 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.

Responsibilities of Management and Board of Directors 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 the financial position,
financial performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Ind AS and the 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 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 Standalone Financial Statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone Financial Statements.

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

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

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

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

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

evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

* Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements for the financial year ended March 31, 2024, 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 Section 143(3) of the Act, we report that:

a. I have sought and obtained all the information and explanations which to the best of my knowledge and belief
were necessary for the purposes of my audit.

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

c. The company''s balance sheet and the statement of profit and loss account dealt with by this report are in
agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements, subject to the matters mentioned in the ‘Basis for
Qualified Opinion'' para above, comply with the Ind AS specified under Section 133 of the Act, read with
relevant rules issued there under;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to my separate Report in “Annexure A”.

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 my opinion and to the best of my information and according
to the explanations given to me:

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

ii. The Company does not have any long-term contracts, including derivative contracts having 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 during the year ended undefined.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate) 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 or entity, including foreign entity (“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.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“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.

(c) Based on such audit procedures that I have considered reasonable and appropriate in the
circumstances, nothing has come to my notice that has caused me to believe that the representations
under both sub-clauses mentioned above contain any material mis-statement.

v. The company has not proposed or declared any dividend during the year.

vi. Based on our examination which included test checks, the company has not used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility. Further, during the course of our audit we did not come across any instance of 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 other matters to be included in the Auditor''s Report in accordance with the requirements
of sub-section (16) of Section 197 of the Act, as amended, we report that to the best of our information and
according to the explanations given to us, remuneration paid by the Company to its directors during the year
is in accordance with the provisions of Section 197 of the Act.

2. As required by the Companies (Auditor''s Report) Order, 2020 (the ‘Order''), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For H K Shah & Co.,

Chartered Accountants
FRN : 109583W

H K Shah

Partner

Place : Ahmedabad M.No.: 042758

Date : May 30, 2024 UDIN -24042758BKBJGH1542

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Mar 31, 2015

We have audited the accompanying financial statements of PRISM FINANCE LIMITED ("the 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 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 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 thereunder.

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 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 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.

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, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, 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 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 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 for eseeable losses.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS' REPORT ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015

1. a) The company is maintaining 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 in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. During the year under review, the company does not hold any inventories. Hence, paragraph 4(ii) of the Order, is not applicable.

3. As informed to us the company has not granted loans, secured or unsecured, to companies, firms or other parties covered 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 are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. According to the information and explanations given to us the company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. We are informed that the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

7. a) As per information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

c) In our opinion, and according to the information and explanations given to us, there is no amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. There are no accumulated losses of the company as at the end of the year. The company has incurred cash losses during the financial year covered by our audit however, had not incurred cash losses in the immediately preceding financial year.

9. Based on our audit procedures and on the basis of information and explanations given to us by the management, we are of the opinion that there is no default in repayment of dues to the banks as at the year end.

10. According to information and explanations given to us, the company has not given any guarantee for loan taken by others from banks or financial institutions.

11. In our opinion, no term loan has been obtained by the company from any bank/financial institution during the year under review.

12. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the company has been noticed or reported during the course of our audit for the year ended 31.03.2015.

For SHAH & SHAH ASSOCIATES Chartered Accountants Firm Reg. No. 113742W



Place : Ahmedabad (Sunil K. Dave) Dated : 30th May, 2015 Partner Membership No. 047236

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Mar 31, 2014

We have audited the accompanying financial statements of PRISM FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements :

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13.09.2013 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 fair presentation of the financial statements that 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 accounts read with and subject to notes thereon as per Note no: R i.e. " Significant Accounting Policies and Other Notes to Accounts"; more particularly, note no: 3 regarding pending balance confirmation, the Balance Sheet and Statement of Profit & Loss together with significant accounting policies and notes to Accounts give in the prescribed manner the information required by the Act and also give respectively, a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements :

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13.09.2013 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 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT Referred to in paragraph 1 of our report of even date to the members of (PRISM FINANCE LIMIED)

1. In respect of its fixed assets :

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

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

c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year.

2. During the year under review, the company does not hold any inventories. Hence, paragraph 4(ii) of the Order, is not applicable.

3. According to information and explanations given to us, the company has not granted or taken secured/unsecured loan to or from any parties covered in the register maintained under section 301 of the Companies Act, 1956.Consequently, the provisions of paragraph 4(iii)(g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. 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 explanations given to us, there have been no transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lacs in respect of any party during the year.

6. The company has not accepted deposits from public during the year.

7. The company did not have any formal internal audit system during the year under review. In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. We are informed that the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, Wealth Tax, Service Tax, Excise duty, custom duty and other material statutory dues applicable to it.

b) According to the information and explanation given to us and based on records examined by us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, sales tax, wealth tax, custom duty, excise duty and Service Tax were outstanding as at 31st March,2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no statutory dues, which have not been deposited on account of any dispute.

10. The company does not have any accumulated losses as at 31-03-2014. Further, the company has not incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks.

12. According to 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 provisions of special statute applicable to chit fund are not applicable to this company.

14. In respect of dealing in shares and other investments, the company has generally maintained proper records of the transactions and contracts for purchase and sale thereof and timely entries for the same have been made therein. The company has generally held all the investment in shares and other investments in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not taken any term loans and therefore clause (xvi) of para 4 of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short term basis have been used for long term investment. The short term fund amounting to Rs. 445.71 lacs has been used for long term investments i.e. in Non–current investments in shares.

18. During the year under review, the company has not made any preferential allotment of shares to any parties covered in the Register maintained under section 301 of the Companies Act,1956.

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

20. During the year under review, the company has not raised money by public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.



For SHAH & SHAH ASSOCIATES Chartered Accountants Firm Reg. No. 113742W

Place : Ahmedabad (Sunil K. Dave) Dated :28th May, 2014 Partner Membership No. 047236

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. PRISM FINANCE LIMITED, as at 31st March, 2012 and also the Statement of Profit & Loss for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act,1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

We report that :

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

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

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

d) In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) According to the information and explanation given to us and on the basis of the written representations received from the Directors, none of the Directors of the company are prima-facie, as at 31st March, 2012, disqualified from being appointed as directors of the Company in terms of clause (g) of sub-section (1) of section 274 of the Companies 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 significant accounting policies and other notes thereon; give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

ii) in the case of Statement of Profit & Loss, of the Profit for the year ended on that date and

iii) in the case of Cash Flow statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of event date)

1. In respect of its fixed assets :

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

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

c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year.

2. During the year under review, the company does not hold any inventories. Hence, paragraph 4(ii) of the Order, is not applicable.

3. According to information and explanations given to us, the company has not granted or taken secured/unsecured loan to or from any parties covered in the register maintained under section 301 of the Companies Act, 1956.Consequently, the provisions of paragraph 4(iii)(g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. 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 explanations given to us, there have been no transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lacs in respect of any party during the year.

6. The company has not accepted deposits from public during the year.

7. The company did not have any formal internal audit system during the year under review. In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. We are informed that the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, Wealth Tax, Service Tax, Excise duty, custom duty and other material statutory dues applicable to it. We are informed by the company that Employees' State Insurance Act, 1948 is applicable only at Kadi plant of the company and contributions in respect of which have been regularly deposited during the year with appropriate authorities.

b) According to the information and explanation given to us and based on records examined by us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, sales tax, wealth tax, custom duty, excise duty and Service Ta x were outstanding as at 31st March,2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no statutory dues, which have not been deposited on account of any dispute.

10. The company does not have any accumulated losses as at 31-03-2012. Further, the company has not incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks.

12. According to 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 provisions of special statute applicable to chit fund are not applicable to this company.

14. In respect of dealing in shares and other investments, the company has generally maintained proper records of the transactions and contracts for purchase and sale thereof and timely entries for the same have been made therein. The company has generally held all the investment in shares and other investments in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not taken any term loans and therefore clause (xvi) of para 4 of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

18. During the year under review, the company has not made any preferential allotment of shares to any parties covered in the Register maintained under section 301 of the Companies Act,1956.

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

20. During the year under review, the company has not raised money by public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.



For Shah & Shah Associates Firm Reg. No. 113742W Chartered Accountants

(Sunil K. Dave) Partner Membership No. 047236

Place : Ahmedabad Dated : 16th July, 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S. PRISM FINANCE LIMITED, as at 31st March, 2011 and the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement based on our audit.

2. We have conducted our audit in accordance with auditing statandards 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that :

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 account as required by law have been kept by the Company so far as appears from our examination of these books.

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

(iv) In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) According to the information and explanations given to us and on the basis of the written representations received from the Directors, none of the Directors of the company are, prima-facie, as at 31st March, 2011, disqualified from being appointed as directors of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

(a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

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

(c) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of event date)

1. In respect of its fixed assets :

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

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

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year.

2. In respect of its inventories :

(a) As explained to us, the inventory has been physically verified during the year by the management at reasonable interval. In our opinion, the frequency of verification is reasonable. In respect of materials lying with third parties, we relied upon the information/ data provided by the management.

(b) The procedures of phyiscal 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) The company is generally maintaining proper records of inventory. As explained to us, no discrepancies were noticed on such verifications between the physical stocks and the book records.

3. According to information and explanations given to us, the company has not granted or taken secured/unsecured loan to or from any parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of paragraph 4(iii)(g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses 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 explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public during the year.

7. The company did not have any formal internal audit system during the year under review. In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. We are informed that the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues :

(a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it. We are informed by the company that Employees' State Insurance Act, 1948 is applicable only at Kadi plant of the company and contributions in respect of which have been regularly deposited during the year with appropriate authorities.

(b) According to the information and explanations given to us and based on records examined by us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no statutory dues, which have not been deposited on account of any dispute.

10. The company's accumulated losses are not more than 50% of its net worth as at 31-03-2011. Further, the company has incurred any cash losses during the financial year covered by our audit however there was no cash losses in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks.

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

13. The provisions of special statute applicable to chit fund are not applicable to this company.

14. In respect of dealing in shares and other investments, the company has generally maintained proper records of the transactions and contracts for purchase and sale thereof and timely entries for the same have been made therein. The company has held all the investment in shares and other investments in its own name.

15. The company has given guarantees for loans taken by others from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the term loans have been applied for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

18. During the year under review, the company has not made any preferential allotment of shares to any parties covered in the Register maintained under section 301 of the Companies Act, 1956.

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

20. During the year under review, the company has not raised money by public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

For Shah & Shah Associates

Firm Reg. No. 113742W Chartered Accountants

(Sunil K. Dave)

Partner Membership No. 047236

Place : Ahmedabad Dated : 27th July, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S. PRISM FINANCE LIMITED, as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statement based on our audit.

2. We have conducted our audit in accordance with auditing statandards 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that :

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 account as required by law have been kept by the Company so fat as appears from our examination of these books.

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

(iv) In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) According to the information and explanations given to us and on the basis of the written representations received from the Directors, none of the Directors of the company are, prima-facie, as at 31st March, 2010, disqualified from being appointed as directors of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

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

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

(c) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of event date)

1. In respect of its fixed assets :

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

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

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposal during the year,

2. In respect of its inventories :

(a) As explained to us. the inventory has been physically verified during the year by the management at reasonable interval. In our opinion, the frequency of verification is reasonable. In respect of materials lying with third parties, we relied upon the information/ data provided by the management.

(b) The procedures of phyiscal 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) The company is generally maintaining proper records of inventory As explained to us, no discrepancies were noticed on such verifications between the physical stocks and the book records.

3. According to information and explanations given to us. the company has not granted or taken secured/unsecured loan to or from any parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of paragraph 4(iii](g) of the order are not applicable,

4. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of audit, we have not observed any continuing tailure to correct ma}or weaknesses 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 explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market price at the relevant time,

6. The Company has not accepted any deposits from the public during the year.

7. The company did not have any formal internal audit system during the year under review In the opinion of the management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. We are informed that the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues :

(a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund. Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty. Excise Duty and other material statutory dues applicable to it. We are informed by the company that Employees State Insurance Act. 1948 is applicable only at Kadi plant of the company and contributions in respect of which have beer, regularly deposited during the year with appropriate authorities.

(b) According to the information and explanations given to us and based on records examined by us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance. Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Service Tax were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no statutory dues, which have not been deposited on account of any dispute.

10. The companys accumulated losses are not more than 50% of its net worth as at 31-03-2009. Further, the company has incurred any cash losses during the financial year covered by our audit however there was no cash losses in the immediately preceding financial year,

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion thai the company has not defaulted in the repayment of dues to banks.

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

13. The provisions of special statute applicable to chit fund are not applicable to this company.

14. In respect of dealing in shares and other investments, the company has generally maintained proper records of the transactions and contracts for purchase and sale thereof and timely entries for the same have been made therein. The company has held all the investment in shares and other investments in its own name.

15. The company has given guarantees for loans taken by others from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the term loans have been applied for the purposes tor which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

18. During the year under review, the company has not made any preferential allotment of shares to any parties covered in the Register maintained under section 301 of the Companies Act, 1956.

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

20. During the year under review, the company has not raised money by public issue.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.



For Shah & Shah Associates

Firm Reg. No. 113742W

Chartered Accountants

Place : Ahmedabad (Sunil K. Dave)

Dated : 29th May, 2010 Partner

Membership No. 047236