Auditor Report of Ugro Capital Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of UGRO Capital Limited (the ''Company''), which comprise the Balance
Sheet as at March 31,2025, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows
for the year then ended, and notes to the financial statements, including a summary of material and other accounting policies and
other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give
the information required by the Companies Act, 2013 (the ''Act'') in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current financial year. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matter to be communicated in our report.

Key Audit Matter			How the Key Audit Matter was addressed in our audit
Impairment of loans including Expected Credit Loss (ECL)
Total loans as at March 31, 2025 was Rs. 791,910.95 lakh (net of ECL), (Refer Note 6 to the financial statements) Impairment provision as at March 31, 2025: Rs. 10,794.49 lakh, (Refer Note 6 to the financial statements)	Our audit procedures were focussed on assessing the appropriateness of management''s judgement and estimates used in the impairment analysis that included, but were not limited to, the following: Process understanding and Test of Controls:
Ind AS 109, Financial Instruments requires the Company to provide for impairment of its financial assets using the ECL approach. The Company has Board approved Policy on ECL to ensure the compliance with Ind AS 109 requirements and the basis of all assumptions for underlying inputs to ECL model. ECL model involves an estimation of probability of loss on financial assets over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the loans and advances. In the process, a significant degree of judgement has been applied by the management of the Company including but not limited to the following matters: a) Grouping of loan portfolio under various categories on the basis of homogeneity and thereby expected to demonstrate similar credit characteristics;	1. Read the Company''s Board approved Policy on ECL and accounting policies for estimation of ECL loss on financial assets (as explained in Note 2B - (14)(c) to the financial statements) and evaluated the appropriateness of the same with the principles of the Standard Ind AS 109 and Prudential Norms laid down by Reserve Bank of India (RBI). 2. Tested the design and effectiveness of internal controls over the completeness and accuracy of the Exposure At Default (EAD) and the classification thereof into stages consistent with the definitions applied in accordance with the approved Policy, including the appropriateness of the qualitative factors to be applied. Test of details: 3. Performed, on test check basis, procedures for testing of ECL model and computation of ECL amount including and not limited to the following: a. Evaluated underlying data related to estimates and judgements used for developing ECL models.
b) Estimation of losses in respect of groups of loans which had no/ minimal defaults in the past; c) Staging of loans and estimation of behavioural life; d) Models developed by the Company that derive key assumptions used within the provision calculation such as Probability of Default (PD) and Loss Given Default (LGD).		b.	Verified that PD is computed as per the internally developed model, which is a dynamic evaluation based on repayment history, corporate ratings, specific market estimates as applicable to the respective portfolio segments from time to time. Loss Given Default (LGD) is as per the Foundational-Internal Rating Based (F-IRB) approach and an internal model which factors post default recovery rates and collateral value in case of secured loans.
Since, the impairment of loans including ECL requires a significant level of estimation and given its significance to the overall audit, we have ascertained impairment of loans including ECL as a key audit matter.		c.	Verified whether appropriate staging of assets have been performed basis their days past due. Ensured the assumptions used by the Company for grouping and staging of loan portfolio into various categories and default buckets for determining the PD and LGD rates.
		d.	Verified the impairment provision for Stage 3 exposures considering the management''s estimate of future cash flows for those exposures and checked the resultant provision.
		e.	Verified the adequacy of the adjustment including management''s assessment of additional provision on stressed loan.
		f.	Verified the ECL provision on restructured cases pursuant to the RBI Circular, on a sample basis.
		g.	Verified the computation of ECL by using PD and LGD and other qualitative factors to ensure arithmetical accuracy.
		h.	Verified the impairment provision under the Standard, Ind AS 109 and the provisioning required under Income Recognition, Asset Classification and Provisioning Norms (IRACP) (including standard asset provisioning) to determine the need to create an Impairment Reserve.
		i.	Reconciled the total financial assets considered for ECL estimation with the books of account to ensure the completeness.
		j.	Assessed the adequacy and appropriateness of the presentation and disclosures in compliance with the applicable Standard.

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 including Annexures to Board''s Report, Management Discussion and Analysis, Business Responsibility and
Sustainability Report, Corporate Governance Report and Shareholder''s Information, but does not include the financial statements
and our auditor''s report thereon.

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

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

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

In preparing the financial statements, the Board of Directors 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 the
Board of Directors 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 Financial Statements

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the ''Order''), issued by the Central Government of India in terms
of Section 143(11) of the Act, we give in 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, the Statement of Changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133
of the Act read with the relevant rules thereunder;

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

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

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the Section 197(16) of the Act,
in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to
any director is not in excess of the limit laid down under Section 197 of the Act. Further, the Ministry of Corporate Affairs has
not prescribed other details under aforesaid section which are required to be commented upon by us; and

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

(i) The Company has no pending litigations on its financial position in its financial statements - (Refer Note 41 to the
financial statements);

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts - (Refer Note 59(g)(1) to the financial
statements);

(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 of the Company has represented that, to the best of its knowledge and belief, other than as

disclosed in the notes to the financial statements, during the year, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company
to or in any other person or entity, including foreign entities (the ''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 (the ''Ultimate
Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management of the Company has represented, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the financial statements, during the year, 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 (the ''Ultimate
Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances that
nothing has come to our notice that has caused us to believe that the representations under paragraph (a) and
(b) above, contain any material misstatement;

(v) The Company neither declared nor paid dividend during the year. Accordingly, the Company is not required to comply
with Section 123 of the Act; and

(vi) Based on our examination, which included test checks, the Company has used accounting software systems
for maintaining its books of account for the financial year ended March 31, 2025 which have the feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software systems.

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

For Sharp & Tannan Associates

Chartered Accountants
Firm''s Registration No. 109983W
by the hand of

Tirtharaj Khot

Partner

Mumbai, April 26, 2025 Membership No. (F) 037457

UDIN: 25037457BMMBFP7817

---

Mar 31, 2024

We have audited the accompanying financial statements of UGRO Capital Limited (the ''Company''), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material and other accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the ''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current financial year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matter to be communicated in our report.

Key Audit Matter		How the Key Audit Matter was addressed in our audit
Impairment of loans including Expected Credit Loss (ECL)
Total loans as at March 31, 2024 was Rs. 5,43,221.03 lakh (net of ECL), (Refer Note 5 to the financial statements) Impairment provision as at March 31, 2024: Rs. 11,749.36 lakh, (Refer Note 5 to the financial statements)	Our audit procedures were focussed on assessing the appropriateness of management''s judgement and estimates used in the impairment analysis that included, but were not limited to, the following: Process understanding and Test of Controls:
Ind AS 109, Financial Instruments requires the Company to provide for impairment of its financial assets using the ECL approach. The Company has Board approved Policy on ECL to ensure the compliance with Ind AS 109 requirements and the basis of all assumptions for underlying inputs to ECL model. ECL model involves an estimation of probability of loss on financial assets over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the loans and advances. In the process, a significant degree of judgement has been applied by the management of the Company including but not limited to the following matters: a) Grouping of loan portfolio under various categories on the basis of homogeneity and thereby expected to demonstrate similar credit characteristics;	1. Read the Company''s Board approved Policy on ECL and accounting policies for estimation of ECL loss on financial assets (as explained in Note 2B - (14)(c) to the financial statements) and evaluated the appropriateness of the same with the principles of the Standard Ind AS 109 and Prudential Norms laid down by Reserve Bank of India (RBI). 2. Tested the design and effectiveness of internal controls over the completeness and accuracy of the Exposure At Default (EAD) and the classification thereof into stages consistent with the definitions applied in accordance with the approved Policy, including the appropriateness of the qualitative factors to be applied. Test of details: 3. Performed, on test check basis, procedures for testing of ECL model and computation of ECL amount including and not limited to the following: a. Evaluated underlying data related to estimates and judgements used for developing ECL models.
b) Estimation of losses in respect of groups of loans which had no/ minimal defaults in the past; c) Staging of loans and estimation of behavioural life; d) Models developed by the Company that derive key assumptions used within the provision calculation such as Probability of Default (PD) and Loss Given Default (LGD).	b.	Verified that PD is computed as per the internally developed model, which is a dynamic evaluation based on repayment history, corporate ratings, specific market estimates as applicable to the respective portfolio segments from time to time. Loss Given Default (LGD) is as per the Foundational-Internal Rating Based (F-IRB) approach and an internal model which factors post default recovery rates and collateral value in case of secured loans.
Since, the impairment of loans including ECL requires a significant level of estimation and given its significance to the overall audit, we have ascertained impairment of loans including ECL as a key audit matter.	c.	Verified whether appropriate staging of assets have been performed basis their days past due. Ensured the assumptions used by the Company for grouping and staging of loan portfolio into various categories and default buckets for determining the PD and LGD rates.
	d.	Verified the impairment provision for Stage 3 exposures considering the management''s estimate of future cash flows for those exposures and checked the resultant provision.
	e.	Verified the adequacy of the adjustment including management''s assessment of additional provision on stressed loan.
	f.	Verified the ECL provision on restructured cases pursuant to the RBI Circular, on a sample basis.
	g.	Verified the computation of ECL by using PD and LGD and other qualitative factors to ensure arithmetical accuracy.
	h.	Verified the impairment provision under the Standard, Ind AS 109 and the provisioning required under Income Recognition, Asset Classification and Provisioning Norms (IRACP) (including standard asset provisioning) to determine the need to create an Impairment Reserve.
	i.	Reconciled the total financial assets considered for ECL estimation with the books of account to ensure the completeness.
	j.	Assessed the adequacy and appropriateness of the presentation and disclosures in compliance with the applicable Standard.

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 including Annexures to Board''s Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Corporate Governance Report and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.

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

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

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

In preparing the financial statements, the Board of Directors 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 the Board of Directors 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 Financial Statements

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

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

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

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

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

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

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

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

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

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

Other Matter

The financial statements of the Company for the year ended March 31, 2023 was audited by the predecessor auditor who has issued an unmodified opinion on the financial statements, vide report dated May 15, 2023.

Our opinion is not modified in respect of this matter.

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 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, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with the relevant rules thereunder;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and 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 the Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. Further, the Ministry of Corporate Affairs has not prescribed other details under aforesaid section which are required to be commented upon by us; and

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

i. The Company has no pending litigations on its financial position in its financial statements - (Refer Note 42 to the financial statements);

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - (Refer Note 60(g)(1) to the financial statements);

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 of the Company has represented that, to the best of its knowledge and belief, other than as

disclosed in the notes to the financial statements, during the year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (the ''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 (the ''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management of the Company has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the financial statements, during the year, 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 (the ''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances that nothing has come to our notice that has caused us to believe that the representations under paragraph (a) and (b) above, contain any material misstatement:

(v) The Company neither declared nor paid dividend during the year. Accordingly, the Company is not required to comply with Section 123 of the Act; and

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

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

For Sharp & Tannan Associates

Chartered Accountants Firm''s Registration No. 109983W by the hand of

Tirtharaj Khot

Partner

Mumbai, May 2, 2024 Membership No. (F) 037457

UDIN: 24037457BKGEFX9704

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Mar 31, 2023

Sr. No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Impairment of loans including Expected Credit Losses Total Loans as at March 31, 2023: Rs. 3806.36 crores	In view of the significance of the matter, our audit procedures performed included and not limited to the following:
	(net of ECL)	Process understanding and Test of Controls:
	Impairment Provision as at March 31,2023: Rs. 87.99 crores	1. Read the Company''s Board approved ECL Policy and accounting policies for estimation of expected credit loss on financial assets as
	(Refer Note 6 of the Ind AS financial statements)	explained in Note 1 Para (20.4) and evaluated the appropriateness of
	Ind AS 109 requires the Company to provide for impairment	the same with the principles of Ind AS 109 - ‘Financial Instruments'' and
	of its financial assets using the expected credit loss (ECL)	prudential norms laid down by Reserve Bank of India (“‘RBI”).
	approach.	2. Tested the design and effectiveness of internal controls over the
	The Company has Board approved policy on ECL to ensure the	completeness and accuracy of the Exposure at Default (“EAD”) and the
	compliance with Ind AS 109 requirements and the basis of all	classification thereof into stages consistent with the definitions applied
	assumptions for underlying inputs to ECL model. ECL model involves an estimation of probability of loss on	in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors to be applied.
	financial assets over their life, considering reasonable and	Test of details:
	supportable information about past events, current conditions,	3. Performed, on test check basis, procedures for testing of ECL model
	and forecasts of future economic conditions which could impact	and computation of ECL amount including and not limited to the
	the credit quality of the loans and advances.	following:
	In the process, a significant degree of judgement has been	a. Evaluated underlying data related to estimates and judgements
	applied by the Management of the Company including but not limited to the following matters:	used for developing ECL models. b. Verified that PD is computed as per the internally developed
	a) Grouping of loan portfolio under various categories on the	model, which is a dynamic evaluation based on repayment history,
	basis of homogeneity and thereby expected to demonstrate similar credit characteristics;	corporate ratings, specific market estimates as applicable to the
		respective portfolio segments from time to time.. Loss Given
	b) Estimation of losses in respect of groups of loans which had	Default (LGD) is as per the Foundational-Internal Rating Based
	no/ minimal defaults in the past; c) Staging of loans and estimation of behavioural life;	(F-IRB) approach and an internal model which factors post default recovery rates and collateral value in case of secured loans. c. Verified whether appropriate staging of assets have been
	d) Models developed by the Company that derive key	performed basis their days past due. Ensured the assumptions
	assumptions used within the provision calculation such as	used by the Company for grouping and staging of loan portfolio
	probability of default (PD) and loss given default (LGD).	into various categories and default buckets for determining the
	Since the impairment of loans including ECL requires a	probability of default (“PD”) and loss given default (“LGD”) rates.
	significant level of estimation and given its significance to	d. Verified the impairment provision for Stage 3 exposures
	the overall audit , we have ascertained impairment of loans	considering the Management''s estimate of future cash flows for
	including ECL as a key audit matter.	those exposures and checked the resultant provision. e. Verified the adequacy of the adjustment including Management''s assessment of additional provision on stressed loan. f. Verified the ECL provision on restructured cases pursuant to the RBI circular on a sample basis. g. Verified the computation of ECL by using PD and LGD and other qualitative factors to ensure arithmetical accuracy. h. Verified the impairment provision under Ind AS 109 and the provisioning required under Income Recognition, Asset Classification and Provisioning norms (IRACP) (including standard asset provisioning) to determine the need to create an Impairment Reserve. i. Reconciled the total financial assets considered for ECL estimation with the books of accounts to ensure the completeness. j. Assessed the adequacy and appropriateness of the presentation and disclosures in compliance with the applicable Ind AS.

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 Annual Report but does not include the financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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

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

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 the Board of Directors 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 Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended March 31, 2023 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 sub-section (11) of section 143 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 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 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 - Refer Note 40 of the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 58 (p) to the financial statements;

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

iv.

1. The Management has represented that, to the best of its knowledge and belief, other than as disclosed in Note 71(a) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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;

2. The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in Note 71(b) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1,2023, reporting under this clause is not applicable during the year.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For MSKA & Associates

Chartered Accountants

ICAI Firm Registration Number: 105047W

Swapnil Kale

Partner

Membership Number: 117812

UDIN: 23117812BGXQVA6117

Place: Mumbai

Date: May 15, 2023

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Mar 31, 2022

To The Members of UGRO CAPITAL LIMITED Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of UGRO Capital Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("the Ind AS”) prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended March 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr. Key Audit Matter No.	How the Key Audit Matter was addressed in our audit
1 Impairment of loans including Expected Credit Losses Total Loans as at March 31, 2022: Rs 2,450.48 Crores Impairment Provision as at March 31, 2022: Rs. 40.64 Crores (Refer Note 6 of the Ind AS financial statements) Ind AS 109 - ''Financial Instruments'', requires the Company to provide for impairment of its financial assets using the expected credit loss (the "ECL") approach involving an estimation of probability of loss on financial assets over their life, considering reasonable and supportable information about past events, current conditions, and forecasts of future economic conditions which could impact the credit quality of the Company''s loans and advances. In the process, a significant degree of judgement has been applied by the management including but not limited to the following matters: a) Qualitative and quantitative factors used in staging the	In view of the significance of the matter, our audit procedures performed included, but not limited to the following: 1. Understood the Company''s accounting policies for impairment of loan and other receivables and evaluate the appropriateness of the same with the principle of Ind AS 109 - ''Financial Instruments''. 2. Verified the assumptions used by the Company for grouping and staging of loan portfolio into various categories according to the internal rating grade, size and geography of the loan and then determining the probability of default and loss given default rates. 3. Obtained an understanding of Management''s process of ECL computation and verified the design and effectiveness of internal controls over the: • completeness and accuracy of the Exposure at Default and the classification thereof into stages consistent with the definitions applied in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors to be applied.
loan assets; b) Basis used for estimating Probabilities of Default ("PD") and Loss Given Default ("LGD"); and c) Staging of loans and estimation of behavioural life.	4.	• scorecards developed by the Company using Probability of Default rates sent by the external credit rating agencies. Verified on a test check basis underlying data related to estimates and judgements:
The Company has Board approved policy on ECL to ensure the compliance with Ind AS 109 requirements and the basis of all assumptions for underling inputs to ECL model.		• completeness and accuracy of information used in the estimation of the ECL for the different stages depending on the nature of the portfolio.
The Company has developed models that derive key assumptions used within the provision calculation such as probability of default and loss given default. The output of these models is then applied to the provision calculation with other information including the exposure at default (the "EAD"). Given the high degree of management''s judgement involved in estimation of ECL, it is a key audit matter.		• PD is as per the scorecards provided by the External Credit Rating agency. • Loss Given Default is as per the Foundational-Internal Rating Based (F-IRB) approach, including the appropriateness of the use of collateral and the resultant arithmetical calculations. • Exposures determined to be individually impaired, examined management''s estimate of future cash flows, assessed their reasonableness and checked the resultant provision calculations.
		• Verified the computation of ECL to ensure arithmetical accuracy. • Reconciled the total financial assets considered for ECL estimation with the books of account to ensure the completeness.
	5.	Verified, on test check basis, whether appropriate staging of assets have been performed basis their days past due.
	6.	Verified the adequacy of the adjustment including management''s assessment of additional provision on stressed loan.
	7	Performed inquiries with the Company''s management and its risk management function to assess the impact of Covid-19 including the fourth wave on the business activities of the Company.
	8.	Verified the ECL provision on restructured cases pursuant to the Reserve Bank of India ("the RBI") circular on a sample basis.
	9.	Assessed the adequacy and appropriateness of the related presentation disclosures in accordance with the requirements of applicable Ind AS.

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

The Company''s Board of Directors are responsible for the other information. The other information comprises the Director''s Report but does not include the financial statements and our auditor''s report thereon. The Director''s report is expected to be made available to us after the date of this auditor''s report.

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

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

When we read the Director''s report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 the Board of Directors 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 Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended March 31, 2022 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 sub-section (11) of section 143 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, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.

(e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2022 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 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 has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 55 (p) to the financial statements: and

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

iv.

(1) The Management has represented that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall 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 - Refer Note 68 (a) to the financial statements:

(2) The Management has represented that, to the best of it''s knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall 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 - Refer Note 68(b) the financial statements: and

(3) Based on the audit procedures which we have considered reasonable and appropriate in the circumstances and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

3. As required by the Companies (Amendment) Act, 2017 in our opinion, according to information and explanations given to us,

the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the

rules thereunder.

For MSKA & Associates Chartered Accountants

ICAI Firm Registration Number: 105047W

Swapnil Kale Partner

Membership Number: 117812 UDIN: 22117812AJMCIV7951

Place: Mumbai

Date: May 24, 2022

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Mar 31, 2018

INDEPENDENT AUDITORS’ REPORT

To the Members of CHOKHANI SECURITIES LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of CHOKHANI SECURITIES LIMITED, (“the Company”), which comprise the Balance Sheet as at March 31, 2018, 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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards notified 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 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 and the order under section 143(11) of the Act. 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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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 paragraph 3 and 4 of the Order.

2. As required by section 143(3) and 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 purpose of our audit.

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

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

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

e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms 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 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; and

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

[Referred to in paragraph 1 under "Report on other Legal and Regulatory Requirements" section of our Independent Auditors Report to the Members of CHOKHANI SECURITIES LIMITED for the year ended March 31, 2018]

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

1. The Company does not have any fixed assets. Therefore, the said clause is not applicable to the Company.

2. The Company is in the business of Shares & Securities trading. The Physical verification of inventory has been conducted at reasonable intervals by the management during the year and on comparison of the same with book records, Demat Accounts/ Mutual Fund Statements, no material discrepancies were found.

3. The company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained u/s 189 of the Companies Act, 2013, therefore the provisions of this clause are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sec. 185 and 186 of the Act in respect of loans, making investments and providing guarantees and securities, as applicable.

5. The Company has not accepted any deposits from the public 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 there under. Therefore, the provisions of Clause 3(v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

6. The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as the company''s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

a. The Company is generally regular in depositing undisputed statutory dues in respect of Service Tax, Tax Deducted on Source, Income Tax and other material statutory dues. There are no undisputed statutory dues payable in respect of Service Tax, Tax Deducted on Source, Income Tax and other material statutory dues.

b. There are no dues of Professional Tax, Service Tax, Tax Deducted on Source, and other statutory dues applicable to it, which have not been deposited on Account of any dispute. The particulars of dues of Income Tax as at 31.03.2018 which have not been deposited on account of dispute are as follows for which rectification is pending with concerned authorities :

Name of the Statute	Nature of the Dues	Dues Amount (Rs.)	Financial Year	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	37,41,900	2008-09	Assessing Officer
Income Tax Act, 1961	Income Tax	274130	2011-12	Assessing Officer/CPC

8. According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of loans and borrowings from a bank or government. Company has not borrowed from a financial institution nor have they issued any debentures.

9. No moneys have been raised by public offer and hence point (ix) of Companies (Auditor''s Report) Order, 2016 is not applicable.

10. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company or any fraud on the company by its officers or employees has been noticed or reported during the year nor have we been informed of any such instance by the Management.

11. The Managerial Remuneration has been paid in accordance with requisite approvals mandated by the provisions of the section 197 read with Schedule V to the Companies Act, 2013.

12. This company is not a Nidhi Company and hence point (xii) of Companies (Auditor''s Report) Order, 2016 is not applicable.

13. As per the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, hence the provisions of said clause are not applicable.

14. The company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of section 192 of Companies Act, 2013 are not applicable.

15. The company is registered and holding a Certificate of Registration (COR) under Section 45-IA of the Reserve Bank of India Act, 1934

[The Annexure referred to in paragraph 2(f) under "Report on other Legal and Regulatory Requirements" section of our Independent Auditors Report to the Members of CHOKHANI SECURITIES LIMITED for the year ended March 31, 2018] Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of CHOKHANI SECURITIES LIMITED (“the Company”) as of and for the year ended 31 March 2018.

Management''s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company are 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”) issued by ICAI 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 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 2018, 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 ICAI.

Sd/-

Balmukund N Gattani

Proprietor

Membership Number: 047066

For and on behalf of

B.M. GATTANI & CO.

Chartered Accountants

Firm No. 0113536W

Place : Mumbai

Date: May 29, 2018

---

Mar 31, 2015

We have audited the attached financial statements of Chokhani Securities Limited("the Company"), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on the date annexed thereto, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

(a) We attach an annexure giving report under Companies (Auditor''s Report) Order 2015

(b) 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.

(c) 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.

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

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

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

(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 AUDITORS'' REPORT

Referred to in the Auditors'' Report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended March 31, 2015 - in terms of Companies (Auditor''s Report) Order, 2015.

i. The Company does not have any fixed assets. Therefore, reporting thereon is not applicable.

ii. The verification of inventory has been carried on by the management and discrepancy if any has been dealt with in the accounts.

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

iv. In our opinion and according to the information and explanations given to us, we are of opinion that there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed asset. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public.

vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act for the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues and any other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, income tax, wealth tax, service tax, customs duty, excise duty, value added tax and cess which have not been deposited on account of any dispute.

(c) No amount is required to be transferred to investor education and protection fund.

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

ix. According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

xi. In our opinion, and according to the information and explanations given to us, the Company has not raised any term loans during the year.

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

Sd/- Pannkaj Ghadiali Managing Partner Membership Number: 031745

For and on behalf of P C Ghadiali and Co LLP Chartered Accountants Firm No. 103132W

Place: Mumbai Dated: May 29, 2015

---

Mar 31, 2014

We have audited the attached financial statements of Chokhani Securities Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on the date annexed thereto, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended 31st March, 2014]

1. In respect of its Inventories:

(a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

2. In respect of the loans, secured and unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, the requirements of clauses (iii) (a), (iii)(b), (iii)(c) and (iii) (d) of paragraph 4 of the Order are not applicable.

b. During the year, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

3. In our opinion and according to the information and explanations given to us, having regard to the explanation, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

4. In respect of Contracts or Arrangements referred to in Section 301 of the Companies Act, 1956:

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. The Company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

6. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

7. The company has no accumulated losses as at March 31, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

8. In our opinion, the company has maintained adequate documents and records in the cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

9. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis which have been used for long-term investment.

12. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / Society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

13. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

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

15. The other clauses, (i), (vi), (viii), (xi), (xvi), (xix), (xx) of paragraph 4 of the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, are not applicable in the case of the company for the current year, since in our opinion there is no matter which arises to be reported in the aforesaid order.

Sd/-

Sacchin P. Ghadialli

Partner

Membership Number: 133178

For and on behalf of

P C GHADIALI AND CO LLP

Chartered Accountants

Firm No. 103132W

Place: Mumbai

Dated: May 28, 2014

---

Mar 31, 2013

We have audited the attached financial statements of Chokhani Securities Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on the date annexed thereto, 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.

Auditor's Responsibility

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

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

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

Opinion

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended 31st March, 2013]

1. In respect of its Inventories:

(a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

2. In respect of the loans, secured and unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3. In our opinion and according to the information and explanations given to us, having regard to the explanation, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

4. In respect of Contracts or Arrangements referred to in Section 301 of the Companies Act, 1956:

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. The Company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

6. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

7. The company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

8. In our opinion, the company has maintained adequate documents and records in the cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

9. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

12. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / Society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

13. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

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

15. The other clauses, (i), (vi), (viii), (xi), (xvi), (xix), (xx) of paragraph 4 of the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, are not applicable in the case of the company for the current year, since in our opinion there is no matter which arises to be reported in the aforesaid order.

Pannkaj Ghadiali

Partner

Membership Number: 031745

For and on behalf of

P. C. Ghadiali & Co.

Chartered Accountants

Firm No. 103132W

Place: Mumbai

Dated: May 28, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at March 31, 2012, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give 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:

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

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

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

d. 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 Act;

e. On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act 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 March 31, 2012;

ii) in the case of the Profit and Loss Account, 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.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended March 31, 2012]

1. (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

2. The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. The Company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

6. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of dues of income-tax as at March 31, 2012 which have not been deposited on account of a dispute, are as follows -

Name of the Nature of dues Amount Period to which the Forum where the statute involved amount relates dispute is (Rs in Lakhs) pending

Income Tax Order u/s. 147 50.72/- A.Y. 2007-08 Matter is pending Dept. before CIT (Appeal)

Income Tax Order u/s. 147 61.05/- A.Y. 2008-09 Matter is pending Dept. before CIT(Appeal)

7. The company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

8. In our opinion, the company has maintained adequate documents and records in the cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

9. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name' or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis which have been used forlong-term investment.

12. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

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

14. The other clauses, (i), (vi), (viii), (xi), (xiii), (xvi), (xix), (xx) of paragraph 4 of the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, are not applicable in the case of the company for the current year, since in our opinion there is no matter which arises to be reported in the aforesaid order.

Sd/-

Pannkaj Ghadiali

Partner

Membership Number 31745

For and on behalf of

P. C. Ghadiali & Co.

Chartered Accountants

Firm No. 103132W

Place: Mumbai

Dated: July 13, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give 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:

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

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

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

d. 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 Act;

e. On the basis of written representations received from the directors, as on 31st March,2011 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

5. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March,2011;

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

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

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended 31st March, 2011]

1. (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

2. The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. The Company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

6. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by lis, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

7. The company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

8. In our opinion, the company has maintained adequate documents and records in the cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

9. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

12. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

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

14. The other clauses, (i), (vi), (viii), (xi), (xiii), (xvi), (xix), (xx) of paragraph 4 of the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, are not applicable in the case of the company for the current year, since in our opinion there is no matter which arises to be reported in the aforesaid order.

Sd/-

Pannkaj Ghadiali

Partner

Membership Number 31745

For and on behalf of

P. C. Ghadiali & Co.

Chartered Accountants Firm No. 103132W

Place: Mumbai

Dated: June 03, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give 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:

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

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

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

(d) 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 Act;

(e) On the basis of written representations received from the directors, as on 31st March,2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act 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 31st March,2010;

ii. in the case of the Profit and Loss Account, 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.

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of CHOKHANI SECURITIES LIMITED on the financial statements for the year ended 31st March, 2010]

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

(b) The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets have not been disposed of by the company during the year.

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

(b) According to information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

3. (a) The company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clauses (Hi) (a), (b), (c) (d) (e) (f) and (g) of paragraph 4 of the order are not applicable

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of Securities. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. The Company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

9. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities..

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise.

12. In our opinion, the company has maintained adequate documents and records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not obtained any term loans.

17. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, no funds are raised on short term basis & hence the question of its utilization for long term investments does not arise

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

20. Since the Company has not raised any money by way of public issue, the clause 4(xx) of the order is not applicable.

21. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2010.

Sd/- Pankaj Ghadiali

Partner

Membership Number: 031745

For and on behalf of P. C. Ghadiali & Co.

Chartered Accountants Firm No. 103132W

Place: Mumbai Dated: June 01, 2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give 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:

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

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

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

d) In our opinion, the Balance Sheet and 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 Act;

e) On the basis of written representations received from the directors, as on 31st March. 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act. 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March. 2009;

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

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of CHOKHANl SECURITIES LIMITED on the financial statements for the year ended 31st March, 2009]

1. (a) The company is maintaining proper records showing full particulars including quantitative details

and situation of fixed assets.

(b) The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets have not been disposed of by the company during the year.

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

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

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. The company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clauses (iii) (a), (b), (c) (d) (e) (f) and (g) of paragraph 4 of the order are not applicable

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

9. (a) According to the information and explanations given to us and the records of the company

examined by us, in our opinion, the company is (generally) regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and _other material statutory dues as applicable with the appropriate authorities._

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales tax, wealth tax. service tax. customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not obtained any term loans.

17. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, no funds are raised on short term basis & hence the question of its utilization for long term investments does not arise

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

20. Since the Company has not raised any money by way of public issue, the clause 4(xx) of the order is not applicable.

21. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2009.

For and on behalf of

P. C. GHADIALI & Co Chartered Accountants

Place: Mumbai Sd/- Dated: June 5, 2009 PANKAJ C. GHADIALI Partner

---

Mar 31, 2008

We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2008 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;

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

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF CHOKHANI SECURITIES LIMITED

ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2008

i. (a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. The same are in the process of being updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

ii. (a) The stock of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statement received from the Depository.

(b) The procedures of aforesaid physical verification of stocks as followed by the management are generally considered reasonable and adequate in relation to the size of Company.

iii (a) According to the information and explanations given to us, the Company has not granted any loan to the Company(ies), firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore clauses 4(iii)(a), (b), (c) & (d) are not applicable.

(b) According to the information and explanations given to us, the Company has not taken loan from parties covered in the registered maintained under section 301 of the Companies Act 1956.

(c) The Company has not taken any loan during the year.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of shares and securities and fixed assets and for the sale of shares and securities. Further on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. (a) Based on the audit procedures applied by us and according to the information provided by the Management, we are of the opinion that the contracts and/or arrangements referred to in section 301 of the Act that need to be entered into the register maintained u/s 301 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions in pursuance of such contracts or arrangements entered into the Register in pursuance of section 301 of Act and exceeding value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices.

vi. The Company has not accepted deposits from the public and therefore the provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

vii. In our opinion and according to the information and explanations given to us, the Company needs to strengthen its internal audit system commensurate with its size and nature of its business.

viii. The maintenance of cost records under section 209(1) (d) of Companies Act, 1956 is not applicable to the Company.

ix. (a) As explained to us, the statutory dues payable by the Company comprise of Income Tax, Profession Tax, and other applicable statutory dues. According to the records maintained by the Company, the Company is regular in depositing undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at March 31, 2008 outstanding for a period of more than six months from due date they become payable.

(b) According to the information given & representation made by the Management there are no disputed amounts in respect of various statues.

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year.

xi. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Based on the audit procedures applied by us and-representations made by the Management, we are of the opinion that the Company is not a Chit fund or a nidhi/mutual benefit fund / society. Therefore the provisions of the clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

xiv. The Company has maintained proper records of transactions and contracts in respect of trading in securities, and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee in respect of loans taken by others.

xvi. The Company has not raised any term loan during the year and hence clause 4(xvi) is not applicable.

xvii. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, no funds are raised on short term basis & hence the question of its utilization for long term investments does not arise.

xviii. During the year, the Company has not made any allotment of shares. Therefore the clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

xx. Since the Company has not raised any money byway of public issue, the clause 4(xx) of the order is not applicable.

xxi. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2008.

For P. C. GHADIALI & Co. Chartered Accountants

Sd/- (PANKAJ C. GHADIALI) Partner PLACE : MUMBAI DATED : JUNE 06, 2008

---

Mar 31, 2007

We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2007 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2007 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2007 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007;

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

and

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF

CHOKHANI SECURITIES LIMITED

ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2007

i. (a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. The same are in the process of being updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

ii. (a) The stock of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statement received from the Depository.

(b) The procedures of aforesaid physical verification of stocks as followed by the management are generally considered reasonable and adequate in relation to the size of Company.

iii (a) According to the information and explanations given to us, the Company has not granted any loan to the Company(ies), firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore clauses 4(iii)(a), (b), (c) & (d) are not applicable.

(b) According to the information and explanations given to us, the Company has not taken loan from one party covered in the registered maintained under section 301 of the Companies Act 1956.. The Company has taken unsecured loan from Company covered under section 301 of the Companies Act, 1956. Maximum amount involved during the year was Rs.142.56 Lakhs. The same was squared off during the year

(c) The rate of interest and other terms and conditions of unsecured loan taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) During the year, the principal amount for loan taken has been paid back.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of shares and securities and fixed assets and for the sale of shares and securities. Further on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. (a) Based on the audit procedures applied by us and according to the information provided by the Management, we are of the opinion tttat the contracts and/or arrangements referred to in section 301 of the Act that need to be entered into the register maintained uTs 30*1 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions in pursuance of such contracts or arrangements entered into the Register in pursuance of section 301 of Act and exceeding value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices.

vi. The Company has not accepted deposits from the public and therefore the provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

vii. In ouropinion and according to the information and explanations given to us, the Company needs to strengthen its internal audit system commensurate with its size and nature of its business.

viii. The maintenance of cost records under section 209(1) (d) of Companies Act, 1956 is not applicable to the Company.

ix. (a) As explained to us, the statutory dues payable by the Company comprise of Income Tax, Profession Tax, and other applicable statutory dues. According to the records maintained by the Company, the Company is regular in depositing undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at March 31, 2007 outstanding for a period of more than six months from due date they become payable.

(b) According to the information given & representation made by the Management there no disputed amounts in respect of various statues.

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year.

xi. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Based on the audit procedures applied by us and representations made by the Management, we are of the opinion that the Company is not a Chit fund or a nidhi/mutual benefit fund / society. Therefore the provisions of the clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

xiv. The Company has maintained proper records of transactions and contracts in respect of trading in securities, and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee in respect of loans taken by others.

xvi. The Company has not raised any term loan during the year and hence clause 4(xvi) is not applicable.

xvii. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investments.

xviii. During the year, the Company has not made any allotment of shares. Therefore the clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

xx. Since the Company has not raised any money by way of public issue, the clause 4(xx) of the order is not applicable.

xxi. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2007.

For P. C. GHAOIALI & Co Chartered Accountants

Sd/- (PANKAJ C. GHADIALI) Proprietor

MUMBAI, DATED: JULY 06, 2007

---

Mar 31, 2006

We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2006 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2006 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;

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

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

For P. C. GHADIALI & CO Chartered Accountants Sd/- PLACE: MUMBAI DATED: June 23, 2006 (PAN KAJ C. GHADIALI) Proprietor

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF CHOKHANI SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2006

i. (a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. The same are in the process of being updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

ii. (a) The stock of shares and securities held in the physical format has been physically verified and those held in the dematerialised format have been verified from the relevant statement received from the Depository.

(b) The procedures of aforesaid physical verification of stocks as followed by the management are generally considered reasonable and adequate in relation to the size of Company.

iii (a) According to the information and explanations given to us, the Company has not granted any loan to the Company(ies), firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore clauses 4(iii)(a), (b), (c) & (d) are not applicable.

(e) According to the information and explanations given to us, the Company has taken loan from one party covered in the registered maintained under section 301 of the Companies Act 1956. Maximum amount involved during the year was Rs 63.67 Lakhs. The same was squared off during the year. The Company has taken unsecured loan from Company covered under section 301 of the Companies Act, 1956. Maximum amount involved during the year was Rs 142.56 Lakhs.

(f) The rate of interest and other terms and conditions of unsecured loan taken by the Company are not prima facie prejudicial to the interest of the Company.

(g) During the year, the principal amount for loan taken and interest thereon are not due for payment.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of shares and securities and fixed assets and for the sale of shares and securities. Further on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. (a) Based on the audit procedures applied by us and according to the information provided by the Management, we are of the opinion that the contracts and/or arrangements referred to in section 301 of the Act that need to be entered into the register maintained u/s 301 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions in pursuance of such contracts or arrangements entered into the Register in pursuance of section 301 of Act and exceeding value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices.

vi. The Company has not accepted deposits from the public and therefore the provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

vii. In our opinion and according to the information and explanations given to us, the Company needs to strengthen its internal audit system commensurate with its size and nature of its business.

viii. The maintenance of cost records under section 209(1) (d) of Companies Act, 1956 is not applicable to the Company.

ix. (a) As explained to us, the statutory dues payable by the Company comprise of Income Tax, Profession Tax, and other applicable statutory dues. According to the records maintained by the Company, the Company is regular in depositing undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at March 31, 2006 outstanding for a period of more than six months from due date they become payable.

(b) According to the information given & representation made by the Management, there no disputed amounts in respect of various statues.

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year.

xi. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise,

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Based on the audit procedures applied by us and representations made by the Management, we are of the opinion that the Company is not a Chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of the clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

xiv. The Company has maintained proper records of transactions and contracts in respect of trading in securities, and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee in respect of loans taken by others.

xvi. The Company has not raised any term loan during the year and hence clause 4(xvi) is not applicable.

xvii. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investments.

xviii. During the year, the Company has not made any allotment of shares. Therefore the clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

xx. Since the Company has not raised any money by way of public issue, the clause 4(xx) of the order is not applicable.

xxi. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2006.

For P. C. GHAOIALI & Co Chartered Accountants SD/- PLACE : MUMBAI, (PANKAJ C. GHADIALI) DATED: June 23, 2006 Proprietor

---

Mar 31, 2004

We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2004 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003 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.

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

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2004 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2004 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2004;

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

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

For P. C. GHADIALI & CO. Chartered Accountants Sd/- PLACE: MUMBAI. (PANKAJ C. GHADIALI) DATED: July 2, 2004. Proprietor

ANNEXURE TO THE AUDITORS REPORT

TO THE MEMBERS OF CHOKHANI SECURITIES LIMITED

ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2004

i. (a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. The same are in the process of being updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, which in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

ii. (a) The stock of shares and securities held in the physical format has been physically verified and those held in the dematerialised format have been verified from the relevant statement received from the Depository.

(b) The procedures of aforesaid physical verification of stocks as followed by the management are generally considered reasonable and adequate in relation to the size of Company.

iii (a) According to the information and explanations given to us, the Company has not granted or obtained any loan to/from the Company(ies), firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) Since the Company has not granted/taken any loans to/from the Company(ies), firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, this clause 4(iii)(b) not applicable.

(c) Clause 4(iii)(c) & 4(iii)(d) is not applicable since the Company has not taken any loan.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of shares and securities and other assets and sale of shares and securities.

v. (a) Based on the audit procedures applied by us and according to the information provided by the Management, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 have been so entered.

(b) In respect of the transactions with parties with whom transactions exceeding value of Rupees Five Lakhs have been entered into during the financial year are reasonable. For price justification reliance is placed on the information and explanation given by the Management.

vi. The Company has not accepted deposits from the public and therefore the provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

vii. In our opinion and according to the information and explanations given to us, the Company needs to strengthen its internal audit system commensurate with its size and nature of its business.

viii. The maintenance of cost records under section 209(1) (d) of Companies Act, 1956 is not applicable to the Company.

ix. (a) As explained to us, the statutory dues payable by the Company comprise of Income Tax, profession tax and other applicable statutory dues. According to the records maintained by the Company, the Company is regular in depositing undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at March 31, 2004 outstanding for a period of more than six months from due date they become payable.

(b) According to the information given & representation made by the Management, there no disputed amounts in respect of various statues.

x. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit. However in the immediately preceding financial year the Company has incurred cash loss of Rs. 12,89,962/-.

xi. Based on audit procedure applied by us and on the information and the explanation given by the Management, we are of opinion that since the Company does not have any borrowings from the financial institution, bank etc the question of making default in repayment of dues does not arise.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Based on the audit procedures applied by us and representations made by the Management, we are of the opinion that the Company is not a Chit fund or a nidhi/mutual benefit fund /society. Therefore the provisions of the clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company,

xiv. The Company has maintained proper records of transactions and contracts in respect of trading in securities, and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee in respect of loans taken by others.

xvi. The Company has not raised any term loan during the year and hence clause 4(xvi) is not applicable.

xvii. According to the Cash Flow Statement and other records examined by us and the information given to us, on an overall basis, funds raised on short term basis have not, prima facie, been used during the year for long term investments and vice versa.

xviii. During the year, the Company has not made any allotment of shares. Therefore the clause 4(xviii) of the order is not applicable.

xix. The Company has not issued any debentures. Therefore the question of creating the securities does not arise.

xx. Since the Company has not raised any money by way of public issue, the clause 4(xx) of the order is not applicable.

xxi. According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2004.

For P. C. GHADIALI & Co. Chartered Accountants Sd/- PLACE : MUMBAI. (PANKAJ C. GHADIALI) DATED: July 2, 2004. Proprietor

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Mar 31, 2003

We have audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March. 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, 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.

Further to our comments in the Annexure referred to above, we report that:

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2003 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March. 2003;

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

iii) in so far as it relates to the Cash Flow Statements, of the cash flows of the Company for the year ended on that date.

For P. C. GHADIALI & Co Chartered Accountants Sd/- (PANKAJ C. GHADIALI) Proprietor PLACE: MUMBAI DATED: June 27, 2003

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF CHOKHANI SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2003

i) The Company has generally maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. As explained to us, the management at reasonable intervals has physically verified the fixed assets and no material discrepancies were noticed on such verification.

ii) The Company has not revalued any fixed asset during the year.

iii) The stock of shares and securities held in the physical format have been physically verified and these held in the dematerialised format have been verified from the relevant statement received from the Depositary. In our opinion, the frequency of verification is reasonable.

iv) In our opinion and according to the information and explanations given to us, the procedure of physical verification of shares and securities in the case of shares and securities held in physical format and in the case of shares and securities held in dematerialised format, followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

v) Discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

vi) In our opinion and on the basis of our examination of stock records, we are satisfied that such valuation is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding years.

vii) In our opinion, the terms and conditions on which loans have been obtained from companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956 are not prima facie prejudicial to the interests of the Company. As per information given to us, there are no companies under the same management within the meaning of section 370(1B) of the Companies Act, 1956.

viii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties that are required to be listed in the register maintained u/s 301 of the Companies Act, 1956. As explained to us, there are no companies under the same management within the meaning of section 370(1B) of the Companies Act, 1956.

ix) The parties to whom loans or advances in the nature of margin have been given by the Company were generally repaying the principal amounts.

x) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase and sale of shares and securities.

xi) In our opinion and according to the information and explanations given to us, the transactions of purchase and sale of shares and securities made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.50,000/- or more in respect of each party, have been made at prices which are reasonable, having regard to the prevailing market prices for such shares and securities.

xii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore the provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

xiii) The Company needs to strengthen its Internal Audit System to make it commensurate with its size and nature of its business.

xiv) We are informed that the provisions of the Provident Fund Act and Employees State Insurance Scheme are not applicable to the Company for the year under report.

xv) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2003 for a period of more than six months from the date they became payable.

xvi) According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practice.

xvii) The Company is not a Sick Industrial Company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

xviii) Adequate documents and records have been maintained in the case where the Company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xix) We are informed that the provisions of any special statute applicable to Chit funds, Nidhi or Mutual Benefit Society do not apply to the Company.

xx) In our opinion and according to the explanations given to us, the Company has maintained proper records of transactions and contracts as to dealings in shares, securities, debentures and other investments and timely entries have been made therein.

xxi) As per information given to us and taking into consideration the nature of business of the Company, clauses (xii), (xiv) and (xvi) of paragraphs (4A) of the Manufacturing and Other Companies (AuditorsReport) Order, 1988 are not applicable.

For P. C. GHADIALI & Co. Chartered Accountants Sd/- (PANKAJ C. GHADIALI) Proprietor PLACE: MUMBAI DATED: June 27, 2003

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Mar 31, 2002

We haw audited the attached Balance Sheet of CHOKHANI SECURITIES LIMITED as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, 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.

Further to our comments in the Annexure referred to above, we report that:

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

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

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

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

e) On the basis of written representations received from the directors, as on 31st March, 2002 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31at March, 2092;

and

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

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF CHOKHANI SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2002

i) The Company has generally maintained proper records, showing full particulars, including quantitative details and situation of fixed assets. As explained to us, the management at reasonable intervals has physically verified the fixed assets and no material discrepancies were noticed on such verification.

ii) The Company has not revalued any fixed asset during the year.

iii) The stock of shares and securities held in the physical format have been physically verified and these held in the dematerialised format have been verified from the relevant statement received from the Depositary. In our opinion, the frequency of verification is reasonable.

iv) In our opinion and according to the information and explanations given to us, the procedure of physical verification of shares and securities in the case of shares and securities held in physical format and in the case of shares and securities held in dematerialised format, followed by the Management are reasonable and adequate in relation to the size of the Company and me nature of its business.

v) Discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of account.

vi) In our opinion and on the basis of our examination of stock records, we are satisfied that such valuation is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding years:

vii) In our opinion, the terms and conditions on which loans have been obtained from companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956 are not prima facie prejudicial to the interests of the Company. As per information given to as, there are no companies under the same management within the meaning of section 370(1B) of the Companies Act, 1956.

viii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties that are required to be listed in the register maintained u/s. 301 of the Companies Act, 1956. As explained to us, there are no companies under the same management within the meaning of section 370(1 B) of the Companies Act, 1956;

ix) The parties to whom loans or advances in the nature of margin have been given by the Company were generally repaying the principal amounts.

x) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase and sale of shares and securities.

xi) In our opinion and according to the information and explanations given to us, the transactions of purchase and sale of shares and securities made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 50,000/- or more in respect of each party, have been made at prices which are reasonable, having regard to the prevailing market prices for such shares and securities.

xii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore me provisions of Section 58A of the Companies Act, 1956 and Rules there under are not applicable to the Company.

xiii) The Company has needs to strengthen its Internal Audit System to make it commensurate with its size and nature of its business.

xiv) We are informed that the provisions of the Provident Fund Act and Employees State Insurance Scheme are not applicable to the Company for the year under report.

xv) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2002 for a period of more than six months from the date they became payable.

xvi) According to the information and explanations given to us; no personal expenses of employees or directors have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally-accepted business practice.

xvii) the Company is not a Sick Industrial Company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

xviii) Adequate documents and records have been maintained in the case where the Company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xix) We are informed that the provisions of any special statute applicable to Chit funds, Nidhi or Mutual Benefit Society do not apply to the Company.

xx) In our opinion and according to the explanations given to us; the Company has maintained proper records of transactions and contracts as to dealings in shares, securities, debentures and other investments and timely entries have been made therein.

xxi) As per information given to us and taking into consideration the nature of business of the Company, clauses (xii), (xiv) and (xvi) of paragraphs (4A) of the Manufacturing and Other Companies (Auditors Report) Order, 1988 are not applicable.

For P. C. GHADIALI A Go. Chartered Accountants

(PANKAJ C. GHADIALI) Proprietor

PLACE: MUMBAI DATED: July 29, 2002