Auditor Report of Transwarranty Finance Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of T ranswarranty Finance Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended, and notes to
the Standalone Financial Statements including a summary of
material accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements”).

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
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India including the Indian
Accounting Standards (“Ind AS”) prescribed under section 133
of the Act, of the state of affairs of the Company as at March 31,
2025, and its profit (including other comprehensive income),
changes in equity and its cash flows for the year ended on that

Basis for Opinion

We conducted our audit of the Standalone Financial
Statements in accordance with 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 Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (“ICAI”) together
with the ethical requirements that are relevant to our audit
of the Standalone Financial Statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the Standalone
Financial Statements.

Key Audit Matters

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

Key Audit Matters	How our Audit addressed the key audit matter
Impairment of financial assets as at balance sheet date (expected credit losses) (Refer Note No. 6 to the standalone financial statements).
Ind AS 109 requires the Company to provide for impairment of its financial assets using the Expected Credit Loss (ECL) approach. The Company recognises lifetime ECL from initial recognition of trade receivables by using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. In the process, a significant degree of judgment has been applied by the Management for: > Staging of Trade Receivables [i.e. classification in ‘significant increase in credit risk’ (‘SICR’) and ‘default’ categories]; > Grouping of receivables based on homogeneity by using appropriate statistical techniques; > Determining macro-economic factors impacting credit quality of receivables; In view of the high degree of Management’s judgment involved in estimation of ECL it is a key audit matter.	The procedures performed by us included the following: 1. Understood and evaluated the design and tested the operating effectiveness of the key controls put in place by the Company’s Management over the: a. Assumptions used in the calculation of ECL and its various aspects b. Completeness and accuracy of source data used by the Management in the ECL computation; c. Understanding ECL methodology and models through the Company’s governance framework; and d. Computation of ECL. 2. Read and assessed the Company’s policy with respect to moratorium pursuant to the RBI circular and tested the implementation of such policy on a sample basis. 3. Assessed the Company’s accounting policy in respect of loans and related ECL provisioning for compliance with Ind As 109 ‘Financial Instruments’. 4. Assessed the criteria for staging of receivables based on their past- due status to check compliance with requirement of Ind AS 109. Tested a sample of performing (stage 1) receivables to assess whether any SICR or loss indicators were present requiring them to be classified under stage 2 or 3.

Key Audit Matters	How our Audit addressed the key audit matter
	5. Tested, on a sample basis, the completeness and accuracy of the source data used. 6. Obtained an ageing report and tested the accuracy by checking the ageing of select items on a sample basis. 7. Recomputed the impairment loss allowance for a sample of loans spread across the portfolios, to check the arithmetical accuracy and compliance with the ECL methodology of the Company. 8. Evaluated the adequacy of presentation and disclosures in relation to impairment loss allowance in the financial statements.
Change in Accounting Policy for Measurement of Investments in Subsidiaries and Associates
As described in Note 45 to the standalone financial statements; during the year, the Company changed its accounting policy for measurement of investments in subsidiaries and associates from cost to Fair Value Through Profit or Loss (FVTPL), in accordance with Ind AS 109 “Financial Instruments”. This change has been applied retrospectively in accordance with Ind AS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, resulting in restatement of comparative financial information and recognition of unrealised gains of ^533.85 lakhs and ^365.06 lakhs in the statement of profit and loss for the years ended March 31, 2025 and March 31,2024, respectively. We considered this a key audit matter due to: • The material financial impact arising from the change in accounting policy. • The significant judgment involved in determining the fair value of unquoted investments. • The complexity involved in applying Ind AS 109 and Ind As 8 requirements, including retrospective application and adequate disclosures.	The procedures performed by us included the following: 1. Evaluated the appropriateness of the accounting policy change in accordance with Ind AS 109 and Ind AS 8. 2. Assessed the methodology and assumptions used by management in determining the fair value of investments. 3. Tested the fair valuation models and inputs, particularly for quoted investments, with reference to observable market data. 4. Evaluated the retrospective application of the policy change and the restatement of comparative information. 5. Verified the related disclosures in the financial statements for adequacy and compliance with Ind AS requirements.

Emphasis of Matter

1. We draw attention to Note 42 to the Statement indicating
Company’s financial position with an accumulated net
deficit INR. 1,572.04 as at the year end. Based on the
management’s projected operations and marketing efforts,
the Company expects to generate adequate surplus in the
future and consequently does not foresee any difficulty in
settling its liabilities as and when they arise or continue as
a going concern.

2. We draw attention to Note 45 to the Statement, which
describes the change in the Company’s accounting policy
for measurement of investments in subsidiaries and
associates from cost to fair value through profit or loss, in
accordance with Ind AS 109. This change has been applied
retrospectively in accordance with Ind AS 8, resulting in
restatement of comparative financial information and
recognition of unrealised gains of INR 533.85 lacs in the
statement of profit and loss for the year ended March 31,

2025 along with recognition of unrealised gains of INR
365.06 lacs in the statement of profit and loss for the
comparative year (year ended March 31,2024).

3. We draw attention to Note 47 to the financial statements,
which describes that the Company has written off certain
trade receivables and old outstanding balances amounting
to INR 210.20 lacs and has also written off prior period tax
adjustments amounting to INR 63.66 lacs.

Our opinion is not modified in respect of each of
the above matters.

Other Matter

The audit of Standalone Financial Statements for the year
ended March 31, 2024 was carried out and reported by S
S Khan & Co, Chartered Accountants who has expressed
unmodified opinion vide their audit report dated May 02, 2024,
whose audit report have been furnished to us and which have
been relied upon by us for the purpose of our audit of the
financial statements.

Our opinion is not modified in respect of the above matter.

Information other than the Financial Statements and
Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board’s Report, but does not include the
Standalone Financial Statements, and our auditor’s report
thereon.

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

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

When we read such other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and to comply with the relevant applicable requirements of
the standard on auditing for auditor’s responsibility in relation
to other information in documents containing audit of the
Standalone Financial Statements. We have nothing to report
in this regard.

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

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, changes
in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including
Ind AS prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended.

This responsibility also includes:

i. maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and
detecting frauds and other irregularities;

ii. selection and application of appropriate accounting
policies;

iii. making judgments and estimates that are reasonable and
prudent;

iv. and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of
the Standalone Financial Statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

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

Those charged with governance are also responsible for
overseeing the Company’s financial reporting process.

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

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
for the year ended March 31, 2025 and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended;

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

f. With respect to the adequacy of the internal financial
controls with reference to these Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
report in “Annexure B” to this report;

g. In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid/ provided by the Company to its
directors during the year is in accordance with the
provisions of section 197 read with Schedule V of the
Act;

h. The preservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above on reporting
under Section 143(3)(b) and paragraph (vii) below on
reporting under Rule 11(g).

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,
as amended in our opinion and to the best of our
information and according to the explanations given to
us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Financial Statements - Refer Note
34 on Contingent Liabilities to the Standalone
Financial Statements;

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

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

iv. A) The management has represented to us that,

to the best of their knowledge and belief,
no funds have been advanced or loaned
or invested (either from share premium or
any other sources or kind of funds) by the
company to or in any other persons or entities,
including foreign entities (“Intermediaries”),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

B) The management has represented that,
to the best of its knowledge and belief to
the Standalone Financial Statements no
funds have been received by the Company
from any person or entity, including foreign
entities (“the Funding Parties”), with the
understanding, whether recorded in writing or
otherwise, that the Company shall, whether
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (‘Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

C) Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come

to our notice that has caused us to believe
that the management representations under
subclause (a) and (b) contain any material
misstatement;

v. The company had not declared any dividend
during the financial year ended March 31,2025.

vi. Based on our examination which included test
checks, 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. Further, for the periods
where audit trail (edit log) facility was enabled and
operated throughout the year for the respective
accounting software, we did not come across any
instance of the audit trail feature being tampered
with.

vii. Based on our examination which included test
checks, we have verified the preservation of the
audit trail in accordance with Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014, as
amended. The Company has retained the audit
trail for the prior year as per statutory record
retention requirements.

For Deoki Bijay & Co

Chartered Accountants

ICAI Firm Registration No. - 313105E

CA Sushil Kumar Agrawal

Partner

ICAI Membership No. 059051

Place: - Kolkata

Date: - May 02, 2025

UDIN: - 25059051BMOZWN2737

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Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of Transwarranty Finance Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”).

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

We conducted our audit in accordance with 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 Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone Ind AS 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 standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter(s)	How our audit addressed the key audit matter
Impairment of financial assets as at balance sheet date (expected credit losses) (Refer Note No. 4 & 5 to the standalone financial statements)
Ind AS 109 requires the Company to provide for impairment of its financial assets using the expected credit loss (ECL) approach. The Company recognises lifetime ECL from initial recognition of trade receivables by using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. In the process, a significant degree of judgment has been applied by the Management for: • Staging of Trade Receivables [i.e. classification in ‘significant increase in credit risk’ (‘SICR’) and ‘default’ categories]; • Grouping of receivables based on homogeneity by using appropriate statistical techniques; • Determining macro-economic factors impacting credit quality of receivables; In view of the high degree of Management’s judgment involved in estimation of ECL it is a key audit matter.	• Read and assessed the Company’s accounting policies for impairment of financial assets and their compliance with Ind AS 109. • Evaluated the reasonableness of the Management estimates by understanding the process of ECL estimation and related assumptions and tested the controls around data extraction and validation. • Assessed the criteria for staging of receivables based on their past-due status to check compliance with requirement of Ind AS 109. Tested a sample of performing (stage 1) receivables to assess whether any SICR or loss indicators were present requiring them to be classified under stage 2 or 3. • Evaluated the completeness, accuracy and relevance of data used in the expected credit loss model and checked the mathematical accuracy of the calculations. • Obtained an ageing report of trade receivables and tested the accuracy by checking the ageing of select invoices on a sample basis • Assessed the additional considerations applied by the Management for staging of receivables as SICR or default categories in view of Company’s policy on receivables. • Tested assumptions used by the Management in determining the overlay for macro-economic factors.

We draw attention to Note No. 4 & 5 to the standalone financial statements wherein the Company has provided for impairment losses of Rs. 20,065,500/- on trade receivables and Rs. 80,069,671 on loans given as on 31st March 2024.

We draw attention to Note 42 to the Statement indicating Company’s financial position with an accumulated net deficit as at the year end. Based on the management’s projected operations and marketing efforts, the Company expects to generate adequate surplus in the future and consequently does not foresee any difficulty in settling its liabilities as and when they arise or continue as a going concern.

Our opinion is not modified in respect of the above matters.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board’s Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditor’s report thereon.

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

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

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

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 this standalone Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”;

g. With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act; In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

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

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

ii. The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

iii. There has been 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 to us that, to the best of their knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief to the standalone financial statements no funds have been received by the Company from any person or entity, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v) The company had not declared any dividend

during the financial year ended March 31,2024.

vi) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility. As observed, during the course of our audit, the feature of recording audit trail (edit log) was enabled in the accounting software of the company with effect from June 23, 2023. Further, for the periods 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 disabled or tampered with during the course of our audit.

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

For S S Khan & Co

Chartered Accountants

ICAI Firm Registration No. 133324W

sd/-

Sarfaraz Khan

Proprietor

Membership No. 144212

UDIN: 24144212BKBOES2389

Place: Mumbai

Date: May 02, 2024

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Mar 31, 2017

TO THE MEMBERS OF TRANSWARRANTY FINANCE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Transwarranty Finance Limited ("the Company") which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

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 assurance about whether the financial statements are free from material misstatement.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31^st March, 2017, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure ''A'' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31^st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 25 to the financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosure in its financial statements as to holdings as well as dealing in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with books maintained by the company.

ANNEXURE ''A'' TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) The Company did not own any immovable property during the year. Accordingly paragraph 3(i)(c) of the Order is not applicable to the Company.

(ii) The Company is a Non-Banking Financial Company. Accordingly, it does not hold any physical inventory. Thus, paragraph 3 (ii) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) of the Order is not applicable to the Company

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information and explanations given to us, the Company has not accepted any deposit attracting the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013, and the rules framed thereunder. Thus, paragraph 3(v) of the Order is not applicable to the Company.

(vi) In our opinion and according to the information and explanation given to us, pursuant to the Rules made by the Central Government, the maintenance of cost records as prescribed under Section 148 (1) of the Companies Act, 2013, is not applicable to the Company for the year under report.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Sales Tax, Service tax, Customs Duty, Excise Duty, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31^st March, 2017 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs. 29,04,820/- that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. No.	Name of the statute	Nature of dues	Amount (Rs.)	Period to which the amount relates	Forum where dispute is pending
1	Income Tax Act, 1961	Tax/Penalty	546,710	Assessment Year 2011-2012	Commissioner of Income Tax (Appeals)
2	Income Tax Act, 1961	Tax/Penalty	2,358,110	Assessment Year 2012-2013	Commissioner of Income Tax (Appeals)

(viii) Based on our audit procedures and according to the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions. The Company did not have any outstanding loans or borrowings from government or dues to debenture holders.

(ix) According to the information and explanations given to us, term loan taken by the Company was applied for the purpose for which it was raised. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.

(x) To the best of our knowledge, and according to the information and explanations to us, no material fraud on or by the Company has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company, being a Non-Banking Financial Company (NBFC), is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. The Company had applied for registration as provided in Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC.

ANNEXURE ''B'' TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to under the heading ''Report on Other Legal and Regulatory Requirements'' of our report of even date.) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Transwarranty Finance Limited ("the Company") as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017. However, the Company is in the process of establishing the internal control over financial reporting criteria considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants

(Firm''s Registration Number: 120294W)

RAHUL DIVAN

Place : Mumbai Partner

Date : 27 April 2017 Membership Number: 100733

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Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 31st March 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Non-Banking Financial Companies Auditors (Reserve Bank) Directions, 1998 we further state that:

a. The Company, incorporated prior to 9 January 1997 has applied for registration as provided in Section 56 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and the Company has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC;

b. The Board of Directors of the Company has passed a resolution for non-acceptance of any public deposits;

c. The company has not accepted any public deposits during the year under reference; and

d. The company has complied with prudential norms relating to the income recognition, accounting standards, asset classification and provision of bad and doubtful debts as applicable to it.

2. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

(f) The company has adequate internal financial controls and in our opinion the same are operating effectively.

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

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

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to in paragraph 1 under the heading of 'Report on Other Legal and Regulatory Requirements' of our report of even date.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) The Company had no inventory during the year. Since the Company has no inventory, clauses 3 (ii) of the Order is not applicable.

(iii) In our opinion and according to the information and explanations given to us, the Company has granted unsecured any loans, to a company covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The company is recovering principal and interest on a regular basis.

(b) The balance at 31 March 2015 is Rs. 341,701. There is no overdue amount.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013, and the rules framed thereunder.

(vi) In our opinion and according to the information and explanation given to us, pursuant to the Rules made by the Central Government, the maintenance of cost records as prescribed under Section 148 (1) of the Companies Act, 2013, is not applicable to the Company for the year under report.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2015 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs. 2,358,110 that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. No. Name of the statute Nature of dues Forum where dispute is pending

1 Income Tax Act Tax/Penalty Assistant Commissioner of Income Tax

Sr. No. Name of the statute Period to which Amount (`) the amount relates

1 Income Tax Act Assessment Year 2012- 2,358,110 2013

(c) The amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) According to the records of the Company, the Company has no accumulated losses at the end of the financial year. The Company has incurred a cash profit during the financial year and in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(x) Based on our examination of the records, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company has not taken any term loans during the year.

(xii) To the best of our knowledge, and according to the information and explanations to us, no material fraud on or by the Company has been noticed or reported during the year.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm's Registration Number: 120294W)

GAUTAM DIVAN Place : Mumbai Partner Date : 27 May 2015 Membership Number: 006457

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Non Banking Financial Companies Auditors (Reserve Bank ) Directions, 1998 we further state that:

a. The Company, incorporated prior to 9 January 1997 has applied for registration as provided in Section 56 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and the Company has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC;

b. The Board of Directors of the Company has passed a resolution for non acceptance of any public deposits;

c. The company has not accepted any public deposits during the year under reference; and

d. The company has complied with prudential norms relating to the income recognition, accounting standards, asset classification and provision of bad and doubtful debts as applicable to it.

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government

of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Annexure referred to in paragraph 2 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) All the assets have been physically verified by the management at the end of the year and, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

ii) The Company had no inventory during the year. Since the Company has no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not applicable.

iii) a) The Company has granted unsecured loans and deposits to companies covered under section 301 of the Companies

Act, 1956 during the year. The maximum amount during the year was Rs. 200,860,718 and the year end balance of the loans granted is Rs. 50,389,265 .

b) In our opinion the rate of interest and other terms and conditions of said unsecured loans were not, prima facie, prejudicial to the interest of the Company. However no interest was received on the said unsecured loans during the year.

c) As informed to us, the Company was regular in receiving the principal amount as per the terms and conditions of the agreement.

d) As informed to us, there is no overdue amount of loans granted by the Company.

e) The Company has taken unsecured loan from companies covered under section 301 of the Companies Act, 1956. The year end balance of the loans taken is Rs. 1,490,246.

f) In our opinion the rate of interest and other terms and conditions of said unsecured loans were not, prima facie, prejudicial to the interest of the Company.

g) As informed to us, the Company was regular in paying the principal amount as per the terms and conditions of the agreement.

(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 purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems in these areas.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be

entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of

contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has not accepted deposits from the public.

(vii) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The maintenance'' of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 for the year under report.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been

regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31 March 2014 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no disputed amounts of taxes which have not been deposited with the authorities as at 31 March 2014.

(x) According to the records of the Company, the Company has no accumulated losses at the end of the financial year. The Company has not incurred a cash loss during the financial year. However, cash loss was incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph 4(xiii) of the Order is not applicable.

(xiv) In respect of shares, securities etc. held as investments by the Company, proper records have been maintained of the transactions and contracts and timely entries have been made by the Company therein and the said investments have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company had given guarantees for loans taken by its subsidiary company and others from banks were not prejudicial to the interest of the Company. The outstanding guarantees at the end of the year were Rs. 70,600,000 which are shown as a contingent liability.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and an overall examination of the Balance Sheet and Cash Flows of the Company as at 31 March 2014, we report that funds raised on short term basis have not been used for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is not applicable.

(xix) The Company has not issued any debentures during the year ended 31 March 2014. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) During the year ended 31 March 2014, the Company has not raised money by way of public issue. Accordingly, paragraph 4(xx) of the Order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31 March 2014.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm''s Registration Number: 120294W)

RAHUL DIVAN Place : Mumbai Partner Date : 26 May 2014 Membership Number: 100733

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Transwarranty Finance Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Non Banking Financial Companies Auditors (Reserve Bank ) Directions, 1998 we further state that:

a. The Company, incorporated prior to 9 January 1997 has applied for registration as provided in Section 56 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and the Company has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC;

b. The Board of Directors of the Company has passed a resolution for non acceptance of any public deposits;

c. The company has not accepted any public deposits during the year under reference; and

d. The company has complied with prudential norms relating to the income recognition, accounting standards, asset classification and provision of bad and doubtful debts as applicable to it.

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.



ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 2 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) All the assets have been physically verified by the management at the end of the year and, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

ii) The Company had no inventory during the year. Since the Company has no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not applicable.

iii) a) The Company has granted unsecured loans and deposits to companies covered under section 301 of the Companies Act, 1956 during the year. The maximum amount during the year was Rs. 121,824,142 and the year end balance of the loans granted is Rs. 121,824,142.

b) In our opinion the rate of interest and other terms and conditions of said unsecured loans were not, prima facie, prejudicial to the interest of the Company.

c) As informed to us, the Company was regular in receiving the principal amount as per the terms and conditions of the agreement.

d) As informed to us, there is no overdue amount of loans granted by the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems in these areas.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the Company has not accepted deposits from the public.

(vii) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 for the year under report.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31 March 2013 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no disputed amounts of taxes which have not been deposited with the authorities as at 31 March 2013.

(x) According to the records of the Company, the Company has no accumulated losses at the end of the financial year. The Company has incurred a cash loss during the financial year. No cash loss was incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph 4(xiii) of the Order is not applicable.

(xiv) In respect of shares, securities etc. held as investments by the Company, proper records have been maintained of the transactions and contracts and timely entries have been made by the Company therein and the said investments have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company had given guarantees for loans taken by its subsidiary company and others from banks were not prejudicial to the interest of the Company. The outstanding guarantees at the end of the year were Rs. 84.5 million which sare shown as a contingent liability.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and an overall examination of the Balance Sheet and Cash Flows of the Company as at 31 March 2013, we report that funds raised on short term basis have not been used for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is not applicable.

(xix) The Company has not issued any debentures during the year ended 31 March 2013. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) During the year ended 31 March 2013, the Company has not raised money by way of public issue. Accordingly, paragraph 4(xx) of the Order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31 March 2013.

For RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants

(Firm''s Registration Number: 120294W)

Sd/-

RAHUL DIVAN

Place : Mumbai Partner

Date : 20 May, 2013 Membership Number: 100733

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Transwarranty Finance Limited as on 31 March 2012, the Statement of Profit and Loss and also 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 statements based on our audit.

2. We conducted our audit in accordance with the 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, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on 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 purposes of our audit;

ii) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 to the extent applicable;

v) On the basis of representations received from the directors as on 31 March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

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

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

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

ANNEXURE TO AUDITOR'S REPORT

(Annexure referred to in paragraph 3 of the Auditors' Report of even date to the Members of Transwarranty Finance Limited on the accounts for the year ended 31 March 2012)

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

(b) All the assets have been physically verified by the management at the end of the year and, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

ii) The company had no inventory during the year. Since the company has no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not applicable.

iii) a) The company has granted interest-free unsecured loans and deposits to subsidiary companies and others covered under Section 301 of the Companies Act, 1956 during the year. The maximum balance during the year was Rs. 120.06 million and the year end balance of the loans granted is Rs. 101.88 million.

b) In our opinion the rate of interest and other terms and conditions of said interest- free unsecured loans were not, prima facie, prejudicial to the interest of the company.

c) The company was regular in receiving the principal amount as per the terms and conditions of the agreement,

d) There is no overdue amount of loans granted by the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems in these areas.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the company has not accepted deposits from the public.

(vii) In our opinion and according to the information and explanation given to us, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 for the year under report.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31 March 2012 outstanding for a period of more than six months from the date they become payable

(b) According to the records of the Company and information and explanations given to us, the disputed amounts of taxes have not been deposited with the authorities as at 31 March 2012 as per details given below:

Nature of Nature of Amount Period to Forum where the Statue dues (Million) which dispute is amount pending relates

The Income tax Tax Demand 4.59 A.Y. 2008-09 and First appellate authority Act, 1961 A.Y 2009-10 (Income Tax)

(x) In our opinion the company has no accumulated losses at the end of the financial year. The company has not incurred a cash loss during the financial year. No cash loss was incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph 4(xiii) of the Order is not applicable.

(xiv) In respect of shares, securities etc. held as investments by the company, proper records have been maintained of the transactions and contracts and timely entries have been made by the company therein and the said investments have been held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company had given guarantees for loans taken by its subsidiary company and others from banks were not prejudicial to the interest of the company. The outstanding guarantees at the end of the year were Rs. 140 million which are shown as an contingent liabilities.

(xvi) In our opinion, the term loans, if any, have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and an overall examination of the Balance Sheet and Cash Flows of the company as at 31 March 2012, we report that funds raised on short term basis have not been used for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is not applicable.

(xix) The Company has not issued any debentures during the year ended 31 March 2012. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) During the year ended 31 March 2012, the Company has not raised money by way of public issue. Accordingly, paragraph 4(xx) of the Order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31 March 2012.

For and on behalf of

Rahul Gautam Divan & Associates

Chartered Accountants

(ICAI Reg. No. 120294W)

Gautam Divan

Place : Mumbai Partner

Date : 18 May, 2012 Membership No: 006457

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Transwarranty Finance Limited as on 31 March 2011, the Profit and Loss Account and also 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 statements based on our audit.

2. We conducted our audit in accordance with the 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 Non Banking Financial Companies Auditors (Reserve Bank ) Directions, 1998 we further state that:

i) The Company, incorporated prior to 9 January 1997 has applied for registration as provided in Section 56 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and the Company has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC;

ii) The Board of Directors of the Company has passed a resolution for non acceptance of any public deposits;

iii) The company has not accepted any public deposits during the year under reference; and

iv) The company has complied with prudential norms relating to the income recognition, accounting standards, asset classification and provision of bad and doubtful debts as applicable to it.

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

5. Further to our comments in the Annexure referred to in Paragraph 4 above, we report that:

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

ii) In our opinion proper books of account as required bv 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 to the extent applicable;

v) On the basis of representations received from the directors as on 31 March, 2011 and taken on record bv the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

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

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

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

ANNEXURE TO AUDITOR'S REPORT

(Annexure referred to in paragraph 4 of the Auditors' Report of even date to the Members of Transwarranty Finance Limited on the accounts for the year ended 31 March 2011)

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

(b) All the assets have been physically verified by the management at the end of the year and, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

ii) The company had no inventory during the year. Since the company has no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not applicable.

iii) a) The company has granted interest-free unsecured loans and deposits to subsidiary companies and others covered under Section 301 of the Companies Act, 1956 during the year. The maximum balance during the year was Rs. 63.13 million and the year end balance of the loans granted is Rs. 58.08 million.

b) In our opinion the rate of interest and other terms and conditions of said interest-free unsecured loans were not, prima facie, prejudicial to the interest of the company.

c) The company was regular in receiving the principal amount as per the terms and conditions of the agreement.

d) There is no overdue amount of loans granted by the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems in these areas.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the company has not accepted deposits from the public.

(vii) In our opinion and according to the information and explanation given to us, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 for the year under report.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31 March 2011 outstanding for a period of more than six months from the date they become payable

(b) According to the records of the Company and information and explanations given to us, the disputed amounts of taxes have not been deposited with the authorities as at 31 March 2011 as per details given below:

Nature of Nature of Amount Period to Forum where the Statue dues (Rs. which amount dispute is million) relate pending

The Income Tax 1.16 A.Y. 2008-09 First appellate tax Act, Demand authority 1961 (Income Tax)

(x) In our opinion the company has no accumulated losses at the end of the financial year. The company has not incurred a cash loss during the financial year. No cash loss was incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The Company is not a chit fund/ nidhi/ mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable. Accordingly paragraph 4(xiii) of the Order is not applicable.

(xiv) In respect of shares, securities etc. held as investments by the company, proper records have been maintained of the transactions and contracts and timely entries have been made by the company therein and the said investments have been held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company had given guarantees for loans taken by its subsidiary company and others from banks were not prejudicial to the interest of the company. The outstanding guarantees at the end of the year were Rs. 203.80 million which are shown as an contingent liabilities.

(xvi) In our opinion, the term loans, if any, have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and an overall examination of the Balance Sheet and Cash Flows of the company as at 31 March 2011, we report that funds raised on short term basis have not been used for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order is not applicable.

(xix) The Company has not issued any debentures during the year ended 31 March 2011. Accordingly, paragraph 4(xix) of the Order is not applicable.

(xx) During the year ended 31 March 2011, the Company has not raised money by way of public issue. Accordingly, paragraph 4(xx) of the Order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31 March 2011.

For and on behalf of Rahul Gautam Divan & Associates Chartered Accountants (ICAI Reg. No. 120294W)

Rahul Divan Partner Membership No: 100733

Place : Mumbai Date : 25 May 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of transwarranty Finance limited as on 31 March 2010, the profit and loss Account and also 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 statements based on our audit.

2. We conducted our audit in accordance with the 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 Non Banking Financial Companies Auditors (Reserve Bank ) Directions, 1998 we further state that:

i) the Company , incorporated prior to 9 January 1997 has applied for registration as provided in Section 56 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and the Company has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC;

ii) the Board of Directors of the Company has passed a resolution for non acceptance of any public deposits;

iii) the company has not accepted any public deposits during the year under reference; and

iv) the company has complied with prudential norms relating to the income recognition, accounting standards, asset classification and provision of bad and doubtful debts as applicable to it.

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

5. Further to our comments in the Annexure referred to in paragraph 4 above, we report that the Company:

i) Without qualifying our opinion, we draw your attention to note 5 of Schedule l to the financial statements wherein the Company has fled a Scheme of Amalgamation with the Honble High Court of Bombay on 26 April 2010, with an effective date from 1 April 2009. the Scheme of Amalgamation is still in process and since the final approval of the Honble High Court of Bombay is awaited, the Amalgamation has not been accounted for in the financial statements for the year ended 31 March 2010.

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

iii) 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;

iv) the Balance Sheet, profit and loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

v) 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 to the extent applicable;

vi) on the basis of representations received from the directors as on 31 March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualifIed as on 31 March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO AUDiTORS REPORT

(Annexure referred to in paragraph 4 of the Auditors Report of even date to the Members of transwarranty Finance limited on the accounts for the year ended 31 March 2010)

i) (a) the company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management at the end of the year and, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. no material discrepancies were noticed on such verification.

(c) there was no substantial disposal of fixed assets during the year.

ii) the company had no inventory during the year. Since the company has no inventory, clauses 4 (ii) (a), (b) & (c) of the order are not applicable.

iii) a) the company has granted interest-free unsecured loans and deposits to subsidiary companies and others covered under Section 301 of the Companies Act, 1956 during the year. the maximum amount granted during the year was Rs. 54,404,930/- and the year end balance of the loans granted is Rs. 45,743,755/-.

b) In our opinion the rate of interest and other terms and conditions of said interest- free unsecured loans were not, prima facie, prejudicial to the interest of the company.

c) the company was regular in receiving the principal amount as per the terms and conditions of the agreement.

d) there is no overdue amount of loans granted by the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control systems in these areas.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section

301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the company has not accepted deposits from the public.

vii) In our opinion and according to the information and explanation given to us, the company has an internal audit system commensurate with the size and nature of its business.

(viii) the maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the year under report.

(ix) (a) According to the records of the Company and information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including provident Fund, employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty excise Duty, Cess and any other statutory dues applicable to it. there are no undisputed statutory dues as referred to above as at 31 March 2010 outstanding for a period of more than six months from the date they become payable

(b) According to the records of the Company and information and explanations given to us, there are no dues of provident Fund, employee State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, excise Duty or Cess, which have not been deposited on account of disputes.

(x) In our opinion the company has no accumulated losses at the end of the financial year. the company has incurred a cash loss during the financial year. no cash loss was incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that since the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

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

(xiv) In respect of shares, securities etc. held as investments by the company, proper records have been maintained of the transactions and contracts and timely entries have been made by the company therein and the said investments have been held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company had given guarantees for loans taken by its subsidiary company and others from banks were not prejudicial to the interest of the company. the outstanding guarantees at the end of the year were Rs. 68,799,162/- which are shown as a contingent liabilities.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and an overall examination of the Balance Sheet and cash flows of the company as at 31 March 2010, we report that funds raised on short term basis have not been used for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the order is not applicable.

(xix) the Company has not issued any debentures during the year ended 31 March 2010. Accordingly, paragraph 4(xix) of the order is not applicable.

(xx) During the year ended 31 March 2010, the Company has not raised money by way of public issue. Accordingly, paragraph 4(xx) of the order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31 March 2010.



For and on behalf of

Rahul Gautam Divan & Associates

Chartered Accountants

(ICAI Reg. no. 120294W)



Sd/-

Rahul Divan

Place: Mumbai Partner

Date: 28 May 2010 Membership no: 100733