Auditor Report of Som Datt Finance Corporation Ltd.

Mar 31, 2025

We have audited the accompanying Financial statements of Som Datt Finance Corporation Limited ("the Company"),
which comprise the Balance Sheet as at 31st March 2025, the statement of Profit and Loss (including the statement of Other
Comprehensive Income), the Statement of Changes in Equity and the Cash flows ended on that date, and a summary of
material accounting policies and other explanatory information.

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined
the matters described below to be the key audit matters to be communicated in our report.

Sr.No.	Key Audit Matter	Auditor''s Response
1.	Recognition of Deferred Tax as per Ind AS 12. Deferred Tax Asset(Net) includes a Deferred Tax Asset of Rs. 9,45,897/- on account of Unabsorbed Capital Loss of Rs. 64,96,546/- and next year is the last year in which this loss can be used. Also, Deferred Tax Asset (Net) includes a Deferred Tax Asset of Rs. 21,20,231/- on account of carried forward business Loss pertaining to the Current Year of Rs. 72,81,013/-.	As per the management deferred tax assets taken in the Balance Sheet are realizable against future tax liabilities. The Company is expecting Long Term Capital Gains in the coming financial year on account of its Investments reflecting in the Balance Sheet to the extent of Rs. 26.9 Cr. As per the management, the Company is in the process of starting its lending business and expects to earn taxable profit at normal rates in the coming years. Hence, the Deferred Tax Asset of Rs. 21.2 Lakh recognized on carried forward business loss is expected to be realized against future taxable business profits. Management has assessed and considered the same to be recoverable based on future projections. Principal Audit Procedures: Obtained details of earlier and current year tax computations and returns filed for earlier assessment years. We involved our internal experts to challenge the management''s underlying assumptions in estimating the expected realization. As per the management, the company is expecting Long Term Capital Gains in next financial year on account of its Investments reflecting in the Balance Sheet to the extent of Rs. 26.9 Cr. The company has Rs. 64.97 Lakh of Unabsorbed Long Term Capital Loss. Deferred tax assets taken in the Balance Sheet on this Unabsorbed Long Term Capital Loss of Rs. 64.97 Lakh can be realized against tax liabilities on account of Capital Gain, if any, depending upon treasury decisions in the coming year. As per the management, the company is in the process of starting its lending business and expects to earn taxable profits. The company has Rs. 72.81 Lakh of Unabsorbed Business Loss. Deferred tax assets taken in the Balance Sheet on this Unabsorbed Business Loss of Rs. 72.81 Lakh can be realized against future tax liabilities on account of Business Income, if any, depending upon company''s performance in the coming years.

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

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board''s Report including
Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but
does not include the 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
during the course of our audit or otherwise appears to be materially misstated.

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

Management''s Responsibility for the Financial Statements

The Company''s Management and 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 and financial Performance, including other comprehensive loss, 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 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.

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by 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 except for certain matters in respect of audit trail as stated in the paragraph
1(i)(vi) below.

c. The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement
with the relevant books of account.

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

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

f. The modifications relating to the maintenance of accounts and other matters connected therewith in respect
of audit trail are as stated in the paragraph 1(b) above on reporting under Section 143(3)(b) of the Act and
paragraph 1(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in ''Annexure A''. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls
with reference to Financial Statements.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the managerial
remuneration paid or provided by the company is per the provisions of section 197 of the Act.

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

i. There were no pending litigations which would impact the financial position of the financial statements.

ii. Provision has been made in the financial statements as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There is no delay in transferring amounts, 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 (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 the audit procedures that have been 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) of Rule 11(e), as provided under (a) and (b) above, contain any
material misstatement.

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, except for the instances mentioned below, the Company
has used accounting software for maintaining its books of account, which have a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the
respective software.

i. The feature of recording audit trail (edit log) facility was not enabled at the database level to log any
direct data changes for the accounting software used for maintaining the books of account relating to
Payroll, Property, Plant and Equipment and Other intangible assets.

Further, during the course of our audit we did not come across any instance of the audit trail feature being
tampered with and the audit trail has been preserved by the Company as per the statutory requirements for
record retention.

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

For D.S. Talwar & Co.

Chartered Accountants

FRN: 000993N

Sd/-

Shradha Talwar

Partner

Date: 28/05/2025 M. No. 514698

Place: New Delhi

UDIN: 25514698BMMMVD7047

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Mar 31, 2024

To The Members of Som Datt Finance Corporation Limited

Report on the Audit of the Financial Statement Opinion

We have audited the accompanying Financial statements of Som Datt Finance Corporation Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2024, the statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash flows ended on that date, and a summary of material accounting policies and other explanatory information.

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Recognition of Deferred Tax as per Ind AS 12. Deferred Tax Asset (Net) includes a Deferred Tax Asset of t 72,8740/- on account of Unabsorbed Capital Loss.	As per the management deferred tax assets taken in the Balance Sheet are realizable against future tax liabilities. The company is expecting Long Term Capital Gains on account its Investments reflecting in the Balance Sheet to the extent of t. 32.2 Crores. Principal Audit Procedures: Obtained details of earlier and current year tax computations and returns filed for earlier assessment years. We involved our internal experts to challenge the management''s underlying assumptions in estimating the expected realization. As per the management the company is expecting Long Term Capital Gains on account its Investments reflecting in the Balance Sheet to the extent of t 32.2 Crores. The company has t 65.49 Lakhs Unabsorbed Long Term Capital Loss. Deferred tax assets taken in the Balance Sheet on this Unabsorbed Long Term Capital Loss of t. 65.49 Lakhs can be realized against future tax liabilities on account of Capital Gain, if any, depending upon treasury decisions in the future.

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

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the 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 during the course of our audit or otherwise appears to be materially misstated.

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

Management''s Responsibility for the Financial Statements

The Company''s Management and 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 and 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 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.

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

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

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

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

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid or provided by the company is per the provisions of section 197 of the Act.

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

i. There were no pending litigations which would impact the financial position of the financial statements.

ii. Provision has been made in the financial statements as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There is no delay in transferring amounts, 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 (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 the audit procedures that have been 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) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

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

Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the respective software but only from 1^st August 2023 to 31^st March 2024.

i.) The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account relating to Payroll, Property, Plant and Equipment and Other intangible assets.

Further, from 1^st August 2023 to 31^st March 2024 where audit trail (edit log) facility was enabled and operated for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

There has been a change in management/promoter of the Company effective 21^st July 2023.

Edit Log is reflecting rectifications by the management during the course of operations.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For D.S. Talwar & Co. Chartered Accountants

FRN: 000993N

Date: May 29, 2024 Place: New Delhi

Sd/-

Shradha Talwar Partner M. No. 514698 UDIN: 24514698BKBXJT4229

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Mar 31, 2015

We have audited the accompanying standalone financial statements of SOM DATT FINANCE CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India including 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 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 judgement and estimates that are reasonable and prudent: and design, implementation and maintenances 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 standalone 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 assurances 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 judgement, 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 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 believer that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 profit and its cash flows for the year ended on that date.

EMPHASIS OF MATTERS

We draw the attention to the following notes :

a) The independent director has not been appointed in Board of the Company as per provision of Section 149 (1) of the Companies Act, 2013.

b) The Company has not appointed any internal auditor as required by Section 138 (1) and related notified (Accounts) Rules 13 (a) of the Companies Act, 2013.

c) The Company has failed to appoint to appoint a Whole-time Company Secretary as required under section 203 (1) of the Companies Act, 2013 read with Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) 2014.

Our opinion is not qualified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY MATTERS

1. As required by the Companies (Auditors' 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 paragraph 3 & 4 of the Order, to the extent applicable.

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 beliefwere necessary for the purpose of our audit.

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

d) In our opinion, aforesaid standalone financial statement comply with the Accounting Standards referred to in 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 March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect o 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. There were no pending litigations which would impact the financial position of the standalone financial statements.

ii. Provision has been made in the standalone financial statements as required under the applicable law or accounting standards, for material foreseeable losses, if any on long term contracts including derivative contracts.

iii. There has been delay in transferring Rs. 11,09,725 required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditors' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements "

of our report of even date.

i) In respect of its fixed assets:

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

(b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification.

ii) In respect of its inventories:

(a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

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

(c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as compared to book records were not material and have been properly dealt with in the books of account.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

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 the nature of its business with regard to the purchase of shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance o of major weakness in aforesaid internal control procedure.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vi) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section 1 of Section 148 of the Companies Act, 2013 for the products of the Company.

vii) According to the information and explanations given to us, in respect of statutory dues :-

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding for a period of more than six months from the date they become payable as at March 31,2015.

(b) There are no dues in respect of Income tax, Sales tax, Customs Duty, Excise Duty, Cess and other Statutory dues which have not been deposited as on March 31,2015 on account of any dispute.

(c) There are delays in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and 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 the repayment of dues to financial institutions or banks. The company has not issued any debentures.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its fellow subsidiaries, associates and others, from banks or financial institutions.

xi) According to the information and explanations given to us, the Company has not raised any term loans during the year.

xii) 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 A.S.GUPTA & CO. CHARTERED ACCOUNTANTS Firm Registration No : 302077E

S. N. CHAUDHURI Place : Kolkata Partner Date : 29th May, 2015 Membership No : 08158

---

Mar 31, 2014

We have audited the accompanying financial statements of M/s Som Datt Finance Corporation Limited ("the Company"), 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 RESPONSIBILITYFOR 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. This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free form 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 Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurances about whether the financial statements are free from material misstatements.

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 judgement, 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 the management, as well as evaluating the overall presentation ofthe financial statements.

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

Attention is invited a bout the following: -

During our scrutiny of Minute Book, we noted that the Board of Directors in their Meeting dt. 23/08/2013, item no. 6, accorded its approval for the issuance of duplicate share certificates in lieu of original certificate ofthe 10 reputed listed company which were lost/misplaced during earlier years

Subject to the foregoing observation, in our opinion and 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:

(a) In the case ofthe Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2014;

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

and

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

REPORT ON OTHER LEGAL AND REGULATORY MATTERS

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the order"), issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure statement on the matter specified in paragraphs 4 and 5 ofthe Order.

2. AsrequiredbySection227(3)oftheAct,wereport 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 opinion, proper books of account as required by law have been kept by the Company so far appears from our examination ofthose 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 accounts.

d) Except Accounting Standard 15 regarding Employee Benefit for gratuity and Accounting Standard 18 regarding incomplete related party disclosure, in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 ofthe CompaniesAct, 2013.

e) On the basis of the written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none ofthe directors is disqualified on March 31,2014, from being appointed as a director in terms of Section274(1) (g) oftheAct.

Annexure to Independent Auditors'' Report Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even da te.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed off by the company during the year.

ii) a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

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

c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of the loans, secured or unsecured granted or taken by the Companies to /from Companies, firms or other parties covered in the register maintained under Section 301 ofthe CompaniesAct, 1956 :

a) According to information and explanations given to us the Company has not taken any loans secured or unsecured from companies, firm''s or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of clauses 4 (iii) (f) to (g) of the order are not applicable.

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 the nature of its business with regard to the purchase of shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) a) According to the information and explanations given to us, we are of the opinion that during the year, the transaction that were required to be entered into the register maintained Under Section 301 ofthe 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, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits.

vii) The Company does not have any system of internal audit.

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

ix) According to the information and explanations given to us, in respect of statutory dues :-

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, except Rs. 9,20,264 being Unpaid Dividend not transferred to Investor Educa -tion and Protection Fund as required under Section 205C of the Companies Act,1956, no undisputed amounts payable in respect of the aforesaid dues were outstanding for a period of more than six months from the date they become payable as at March 31,2014.

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and 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 any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been held by the company, in its own name, except short comings observed in our IndependentAuditors'' Report under para ''Opinion Item (ii).

xv) We are informed that during the year, the company has not given any guarantee for loans taken by its fellow subsidiaries, associates and others, frombanks or financial institutions.

xvi) The company has not raised for any term loan during the year.

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

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

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

xxi) 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.

ForA.S.GUPTA&CO. CHARTERED ACCOUNTANTS FirmRegistrationNo: 302077E

CA U. BANERJEE Place: Kolkata Partner Date : May 29,2014 Membership No: 051608

---

Mar 31, 2013

REPORTOF THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s Som Datt Finance Corporation Limited ("the Company"), which comprise the Balance Sheetasat March 31, 2013, the StatementofProfit and Loss and the Cash Flow Statement for the year then ended andasummaryofsignificant 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free form material misstatement, whether duetofraud 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 Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurances about whether the financial statements are free from material misstatements.

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 judgement, 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 the management,aswellasevaluating the overall presentation of the financial statements.

We believer that the audit evidencewehave obtainedissufficient and appropriateto provideabasis for our audit opinion.

OPINION

Subject to the foregoing observation, in our opinion and the best of our information and according to the explanations giventous, the aforesaid financial statements give the information requiredbytheAct in the mannerso required and give a true and fair viewin conformity with the accounting principles generally acceptedinIndia :

(a) Inthe caseofthe Balance Sheet,ofthe stateofaffairsof the CompanyasatMarch 31, 2013;

(b) Inthe caseofthe StatementofProfit and Loss,ofthe profit for the year endedonthat date; and

(c) Inthe caseofthe Cash Flow Statement,ofthe cash flows for the year endedonthat date.

REPORTONOTHERLEGALANDREGULATORYMATTERS

1. As required by the Companies (Auditors'' Report) Order, 2003 ( “the order” ), issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure statement on the matter specified in paragraphs 4 and5ofthe Order.

2. As requiredby Section 227(3)oftheAct,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 purposeofour audit.

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with theAccounting Standards referredto inSection 211(3C)ofthe CompaniesAct, 1956.

e) On the basis of the written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified on March 31, 2013, from being appointed asa directorintermsofSection 274(1) (g)oftheAct.

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” 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) The management during the year has not physically verified all the assets but there is a regular programme of verification, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticedonsuch verification

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed offbythe company during the year.

ii) a) The management has physically verified the stock of shares during the year. In our opinion, frequency of the verification is reasonable.

b) The procedures of physical verification of stock of shares followed by the management are reasonable and adequatein relationtothe sizeofthe company and the natureofits business.

c) On the basis of our examination of the record of stock of shares, we are of the opinion that, the Company is maintaining proper records of shares. The discrepancies noticed on physical verification of shares as comparedtobook records were not material and have been properly dealt within the books ofaccount.

iii) In respectof the loans, secured or unsecured granted or taken by the Companies to/from Companies, firmsor other parties coveredinthe register maintained under Section 301ofthe CompaniesAct, 1956 :

a) The Company had given a loan to an associate company in the earlier year whose maximum balance outstandingatany time during the year was Rs. 3,00,00,000/- and the year end balance is NIL.

b) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the Company, are not prima-facie prejudicial to the interest of the Company.

c) The Companyisregularinrecoveryofprincipal and interest.

d) Thereisnooverdue amount recoverable.

e) According to information and explanations given to us the Company has not taken any loans secured or unsecured from companies, firm''s or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of clauses 4 (iii) (f) to (g) of the order are not applicable.

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 the nature of its business with regard to the purchase of shares, fixed assets and for the sale of the shares. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknessin aforesaid internal control procedures. v) a) According to the information and explanations given to us, we are of the opinion that during the year, the transaction that were required to be entered into the register maintained Under Section 301 of the Companies Act, 1956 have beensoentered. 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, during the year have been made at prices which are reasonable having regard to prevailing market prices atthe relevant time. vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits. vii) The Company does not have any systemofinternal audit.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company. ix) Accordingtothe information and explanations givento us,inrespectofstatutory dues :- a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, except Rs. 9,20,264 being Unpaid Dividend not transferred to Investor Education and Protection Fund as required under Section 205C of the Companies Act,1956, no undisputed amounts payable in respect of the aforesaid dues were outstanding foraperiodofmore than six months from the date they become payableasatMarch 31, 2013. b) The details of dues of Income tax which have not been deposited as on 31st March 2013 on account of disputes are given below:

Particulars Forum where Dispute is pending Period of which the amount Amount relates Involved

Income Tax D.C.I.T A.Y 2000-01 2,85,519

Income Tax Assessing Officer(ITO) A.Y 2001-02 14,64,062

Income Tax A.C.I.T A.Y 2002-03 10,092

Income Tax A.C.I.T A.Y 2007-08 5,92,009

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and immediatelypreceding financial year.

xi) Based onour audit procedures and onthe information and explanations givenby the management, we are ofthe opinion that the company has not defaulted any repaymentofduestofinancial institutionsorbanks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the orderis not applicable.

xiv) In respect of dealing/trading in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been heldbythe company,inits own name.

xv) We are informed that during the year, the company has not given any guarantee for loans takenby its fellow subsidiaries, associates and others, from banks orfinancial institutions.

xvi) The company has not raised for any term loanduring the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company,wereport that during the year,nofunds raisedonshort term basis have been used for long term investments.

xviii) The company has not made any preferential allotmentofshares during the year.

xix) Sincethe company hasnot issued any debentures during the year, paragraph 4(xix)ofthe Orderisnot applicable.

xx) The Company has not raised any moneybywayofpublic issue during the year.

xxi) Based upon the audit procedures performed and information and explanations givenbythe management, wereport that, no fraudonor by the company hasbeen noticedorreported during the courseofour audit. For A. S. GUPTA & CO.

CHARTERED ACCOUNTANTS

Firm Registration No:302077E

S.C.SEN

Place: Kolkata Partner

Dated : 27th May, 2013 Membership No. 13679

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Som Datt Finance Corporation Limited as at 31st March'2012 and also the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order' 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act' 1956' of India (the 'Act') we enclose as Annexure' a statement of the matters specified in Paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 the 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 those books.

(iii) 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.

(iv) In our opinion' the Balance Sheet. Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act' 1956.

(v) On the basis of written representations received from the directors as on' 31st March 2012 and taken on record by the Board of Directors' we report that none of the directors is disqualified as on 3 f March' 2012 from being appointed as a director of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act' 1956.

5. In our opinion and to the best of our information and according to the explanations given to us' the accounts read with the accounting policies and Notes on Accounts' give the information required by the Companies Act' 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) in the case of the Balance Sheet' of the slate of affairs of the Company as at 31 st'March' 2012.

ii) in the case of the Statement of Profit and Loss' of the profit of the Company for the year ended on that date.

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

Annexure referred to in paragraph '3' of Auditors' Report to the Members of Som Datt Finance Corporation Limited on the accounts for the year ended 31st March' 2012.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification' 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 verification

c) In our opinion and according to the information and explanations given to us' no fixed assets have been disposed off by the company during the year.

ii) a) The management has physically verified the inventory during the year. In our opinion' frequency of the verification is reasonable.

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

c) On the basis of our examination of the record of inventories' we are of the opinion that' the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of the loans' secured or un secured granted or taken by the Companies to /from Companies ' firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

" (a) The Company has given a loan to an associate company whose maximum balance outstanding at any time during the year was Rs. 3'00'00'000/- and the year end balance is Rs. 3'00'00'000/-.

(b) In our opinion and according to information and explanation given to us' the rate of interest and other terms and conditions of the loan given by the Company' are not prima-facie prejudicial to the interest of the Company.

(c) The principal amount and interest which is receivable on demand whose interest is received in full during the year.

(d) In respect of aforesaid loan ' the Company is regular in receiving the interest as stipulated and the principle is receivable on demand.

(e) The Company has taken a loan from an associate company whose maximum balance involved during the Year and the year end balance of such loans are Rs. 3'00'00'000/- and Nil respectively.

(f) The rate of interest and terms and conditions on which loan have taken by the company are not prima-facie prejudicial to the interest of the Company.

(g) In respect of aforesaid loan the company have repaid the principle in full and interest amounting to Rs. 9'00'000/- have been paid after the accounting period.

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 the nature of its business with regard to the purchase of inventories 'fixed assets and for the sale of the stock. Further' on the basis of our examination and according to the information and explanations given to us' we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) (a) According to the information and explanation/s given to us' we are of the opinion that during the year' the transaction that were required 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' during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued by the Reserve Bank of India and the provision of Section 5 8 A and 5 8 AA of the Companies Act' and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board' National Company Law Tribunal' Reserve Bank of India' any other court or any other tribunal with regard to the public deposits.

vii) In our opinion' the Company has an internal audit system for part of the year which commensurate with the size and the nature of its business.

viii) To the best of our knowledge and as explained' the Central Government has not prescribed maintenance of cost records ' under clause (d) of sub-section (1) of section 209 of the Companies Act' 1956 for the products of the Company.

ix) According to the information and explanations given to us' in respect of statutory dues :-

(a) The Company has generally been regular in depositing undisputed dues including Provident Fund' Investor Education and Protection fund. Employee's State Insurance' Income-tax' Sales tax' Wealth tax ' Service tax ' Custom duty. Excise duty' Cess and any other material statutory dues applicable to it' '

There were no dues on account of Cess under section 441A of the the Companies Act 1956' since the date from which the aforesaid section comes into force' has not yet been notified by the Central Government There were no undisputed amounts payable in respect of Income tax' Wealth tax. Custom duty' Excise duty. Cess and other material statutory dues in arrears as at 31sl March 2012 for a period of more than 6 months from the date they become payable.

(b) The details of dues of Income tax which have not been deposited as on 3P1 March 2012 on account of disputes are given below:

Particulars Forum where Dispute is pending Period of which the amount Amount relates Involved

Income Tax D.C.l.T A.Y 2000-01 2'85'519

Income Tax Assessing Officer ( 1TO) A.Y2001-02 14'64'062

Income Tax A.C.I.T A.Y2002-03 10'092

Income Tax A.C.l.T AY 2007-08 5.92'009

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and 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 de faulted any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares' debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable' paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in securities and other investments' in our opinion and according to the information and explanations given to us' proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been held by the company' in its own name.

xv) We are informed that during the year' the company has not given any guarantee for loans taken by its fellow subsidiaries' associates and others' from banks or financial institutions.

xvi) The company has not raised for any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company' we report that during the year' no funds raised on short term basis have been used for long term investments.

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year' paragraph 4(xix) of the Order is not applicable.

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

xxi) 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 A. S. GUPTA & CO.

CHARTERED ACCOUNTANTS

Place : Kolkata

Firm Registration No: 302077E

Dated: 24th May'2012

S.C.SEN

Partner

Membership No. 13679

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Som Datt Finance Corporation Limited as at 31st March,2010 and also the Profit and Loss Account and the Cash Flow Statement 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.

2. 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, of India (the Act) we enclose as Annexure, a statement of the matters specified in Paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph - 3 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 the 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 those books.

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of 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 of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the accounting policies and notes given in Schedule 12, 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 the Balance Sheet, of the state of affairs of the Company as at 31s,March, 2010.

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

Annexure referred to in paragraph 3 of Auditors Report to the Members of Som Datt Finance Corporation Limited on the accounts for the year ended 31s March, 2010.

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

b) The management during the year has not physically verified all the assets but there is a regular programme of verification, 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 verification.

c) In our opinion and according to the information and explanations given to us, no fixed assets have been disposed off by the Company during the year.

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

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

c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) a) As informed the company has not granted any loan secured or unsecured from companies, Firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(iii) (a) to (d) or the Companies (Auditors Report) Order 2003 (as amended) are not applicable.

b) The Company has taken an unsecured loan from one of its directors covered in the register maintained u/ s 301 of Companies Act, 1956. The maximum balance involved during the year and the year end balance of such loan was Rs. 25 lacs & Rs. 3 lacs respectively

The Company has taken an interest free inter-corporate loan from a subsidiary company covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum balance involved during the year and the year end balance of such loan was Rs. 20,26,467/- and Rs. 11,73,513/- respectively.

c) The rate of interest and terms and conditions on which loans have been taken by the Company are not prime facie prejudicial to the interest of the Company.

d) In respect of aforesaid loans, the Company is regular in repaying the principal amount as stipulated and is also regular in payment of interest, where applicable.

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 the nature of its business with regard to the purchase of inventories ,fixed assets and for the sale of the stock. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in aforesaid internal control procedures.

v) a) According to the information and explanation/s given to us, we are of the opinion that during the year, the transaction that were required 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, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. Hence the directive issued

by the Reserve Bank of India and the provision of Section 58A and 58 AA of the Companies Act, and the rules framed there under are not applicable. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any other court or any other tribunal with regard to the public deposits.

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

viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the product of the Company.

ix) (a) According to the information and explanations given to us, there are no undisputed statutory due payable in respect of Provident Fund, Investor Education and Protection fund, Employees Stati Insurance, income-tax, sales tax, wealth tax , service tax , custom duty, excise duty, cess and any othe material statutory dues applicable, with the appropriate authorities which are outstanding as at 31st Marcl 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues of income tax, sale tax, wealth tax service tax, custom duty, excise duty, cess which have not but deposited on account of any dispute and inform where the dispute is pending as on 31st March 2010 are as under :

Nature of Nature of Dues Amount Assessment Forum ashore statute Pending

Income Tax Disallowance of MAT credit of Assessment Year 285,519 2000-01 Deputy Commis -sioner 1997-98 to the extent of Rs. 771,790 and also the of Income Tax Cirde. 5 Company have not received order U/s 143(3) as such Company is not liable for demand.

Income Tax Self Assessment tax of Rs. 63,796 not accepted by 76,597 2002-03 Income Tax Officer the I.T.O instead tax payable shown as Rs. 63,796 5(1) along with interest of Rs. 12,800 u/s 234 B & 234C. The amount of Rs.76,597 raised by the I.T.O. by his intimation u/s 143(1). However rectification u/s 154 filed to department and also no order u/s 143(3) was received. Therefore the Company is not liable for demand

Income Tax The demand raised u/s 143(1) include interest u/s 234B & 234C amounting Rs. 189,853. Company 10,69,291 2003-04 Deputy Commissioner disputed the demand on the ground that "Tax" of Income Tax Circle-5 calculated @ 35% on flat rate on total Income. But the above total income included Rs. 27,98,507 as dividend on Mutual Fund on which tax should be @ 10% U/s 115BBB. Further no credit given for TDS of Rs 8,67,000. Due to non availability of Refund u/ s 143(3), this demand have not been considered.

x) The Company does not have any accumulated losses and has not incurred any cash losses in the current financial year and 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 any repayment of dues to financial institutions or banks. The company has not issued any debentures.

xii) According to the information and explanations given to us and based on the documents and record produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) As the Company is not a chit fund/ nidhi/ mutual benefit fund/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the order is not applicable.

xiv) In respect of dealing/trading in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been held by the company, in its own name.

xv) We are informed that during the year, the company has not given any guarantee for loans taken by its fellow subsidiaries, associates and others, from banks or financial institutions.

xvi) The company has not raised for any term loan during the year.

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

xviii) The company has not made any preferential allotment of shares during the year.

xix) Since the company has not issued any debentures during the year , paragraph 4(xix) of the Order is not applicable.

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

xxi) 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.

ForA.S. Gupta & Co.

Chartered Accountants

Firm Registration No: 302077E

S.C.Sen Place: Kolkata Partner

Date : 29.05.2010 Membership No 13679