Auditor Report of Ushakiran Finance Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Ushakiran Finance
Limited (“the Company”), which comprise the Balance Sheet as at 31^st March,
2024, the Statement of Profit and Loss, (including other comprehensive income)
the Cash Flow Statement and the Statement of Changes in Equity for the year
then ended, and notes to the financial statements, including a summary of
material accounting policies and other explanatory information.

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the
Standards on Auditing (“SAs”) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the financial
statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules made there under and we have fulfilled
our other ethical responsibilities in accordance with these requirements and
the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the
financial statements.

Key Audit Matters

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

Key Audit Matters	How our audit addressed the key audit matter
Investments
1. The Company''s investment	Our audit procedures for this area
portfolio consists of Equity Instruments and Mutual Funds.	included:
Total investment portfolio of the	We assessed appropriateness of
Company represents 94.18% of the	the pricing methodologies with
Company''s total assets.	reference to Company''s accounting and valuation
Investments are stated at fair value.	techniques.
In respect of the portfolio of quoted	We have assessed the process
investments we do not consider	and tested the operating
these investments to be at a high	effectiveness of the key controls,
risk of significant misstatement, or	including the Company''s review
to be subject to a significant level of	and approval of the estimates and
judgement because they comprise m o s tl y l i q u i d a n d q u o te d	assumptions used for the
investments. However, due to their	valuation including key
materiality in the context of the	authorization and data input
financial statements as a whole,	controls.
they are considered to be main area	For quoted investments, verified
which had significant impact on our overall audit strategy. 2. The following are the impact areas for the Company.	with the quoted prices on the measurement date.
- Classification and measurement	Understood, the methodology
of Financial Assets (loans) and	implemented by management to
Financial Liabilities - Measurement	give impact due to classification
of Loan losses (expected credit losses).	of Financial Instruments,
	Measurement of expected credit losses.
3. Impairment Loss Allowance	We have obtained anunder-
Management''s judgments in the	standing of management''s
calculation of impairment	assessment of impairment of
allowances have significant impact	loans and advances including the
on the financial statements. The	Ind AS 109 impairment allowance
estimates regarding impairment require a significant degree of judgement, which increased with implementation of Expected Credit Loss (“ECL”) as required by Ind AS 109 relating to “Financial instruments.” Management is required to determine the expected credit loss.	and ECL.

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

The Company''s Board of Directors is responsible for other information. The
other information comprises the information included in the Directors'' report
and Management Discussion and Analysis Report but does not include the
Ind AS 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 such other
information is materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

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

Responsibilities of management and board of directors 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 including other comprehensive
income, cash flows and changes in equity of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India, including
the accounting Standards specified in the Companies (Indian Accounting
Standards) Rules, 2015 (as amended) 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 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, management is responsible for
assessing the Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless Management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s responsibilities for the audit of the 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:

a) 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.

b) Obtain an understanding of internal financial control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances.
Under section 143(3)(i) of the Companies Act, 2013, 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.

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

d) 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.

e) 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 sub-section (11) of
section 143 of the Companies Act, 2013, we give in “Annexure A”, to this
Report, a statement on the matters specified in paragraphs 3 and 4 of the
said 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 Cash Flow Statement and the Statement of
Changes in Equity 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 31^st March, 2024 taken on record by the Board of Directors, none
of the directors is disqualified as on 31^st March, 2024 from being
appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”. Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls with reference
to financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the Company
to its Directors/Manager during the year is in accordance with the
provisions of section 197 of the Act.

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

(i) The Company do not have pending litigations which would impact
its financial position in its financial statements.

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

(iii) There are no funds, required to be transferred, to the Investor
Education and Protection Fund by the Company.

(iv) (a) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either individually
or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or
on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its
knowledge and belief, no funds (which are material either

individually or in the aggregate) have been received by the
Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(c) Based on the audit procedures performed that have been
considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of Rule
11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The company hasn''t declared any dividend and hence the provisions

of the section 123 of the Companies Act is not applicable.

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

For NSVR & ASSOCIATES LLP
Chartered Accountants
Firm Regn No: 008801S/S200060

(V Gangadhara Rao N)
Partner

Place : Hyderabad Membership No:219486

D_at_e : 25 ^th M_ay, 2024 UDIN: 24219486BKFBAI16854

---

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

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 the matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

i. The Company does not have any pending litigations on its financial position as at 31st March, 2015.

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.

Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements forming part of the Independent Auditor's Report.

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

ii) (a) As explained to us, the inventory has been physically verified by the Management at reasonable intervals during the year on the basis of statements received from depository participants.

(b) In our opinion and according to the information explanations given to us, 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) In our opinion, the company has maintained proper records of the inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 and hence the provisions of clause (iii) (a) and (b) of paragraph iii of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

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 the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and inventory. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to76 of the Act and the rules framed there under.

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

vii) (a) According to the information and explanations given to us and the books and records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including income tax, sales tax, excise duty, value added tax, cess and any other statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as at 31st March, 2015 for period of more than six months from the date they became payable.

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

(c) According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund have been transferred to such fund within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

viii) The Company has accumulated losses but these losses are less than 50% of its net worth and it has not incurred any cash losses during the current financial year but it has incurred cash losses 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 taken any loan from financial institution or bank or debenture holders; hence this clause is not applicable.

x) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from banks or financial institutions.

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

xii) Based on the audit procedures adopted and according to the information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Janardhan Rao Deshmukh & Co.,

Chartered Accountants

Firm Registration Number: 005979S

(L. Janardhan Rao)

Place: Hyderabad Proprietor

Date :29th May, 2015. Membership No. 18474

---

Mar 31, 2014

1. We have audited the accompanying financial statements cf M/s. USHAKIRAN FINANCE LIMITED (the "Company") which comprises the Balance Sheet as at 31st March, 2014, the Statement cf Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

3. 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

'' the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' 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.

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

Opinion

6. 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 31st March, 2014.

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

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

Report on Other Legal and Regulatory Requirements

7. 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.

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

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

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

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

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

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

ANNEXURETO INDEPENDENT AUDITORS'' REPORT

(Referred to in Paragraph (7) under ''Report on other legal and regulatory requirements'' section of our report of even date)

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

(b) As explained to us, all the fixed assets other than the assets on lease, have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) During the year, the company has not disposed off any of the fixed assets. According to the information and explanations given to us, the going concern status of the company is not affected.

ii. (a) As explained to us, inventories, (Shares and Securities) have been

physically verified by the Management at reasonable intervals on the basis of statements received from the depository participants also. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. According to the information and explanations given to us, the Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) b to d of the order are not applicable.

iv. According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of shares and services. We have not observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, we are

of the opinion that the contracts or arrangements referred to in sec. 301 of the Companies Act, 1956, if any, have been entered in the registers required to be maintained under that section, and (b) In our opinion and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party, if any, during the year have been made at prices which are reasonable having regard to prevailing market prices wherever applicable at the relevant time.

vi. The company has not accepted public deposits as defined under section 58A and 58AA of the Companies Act, 1956, during the year under review. The Company has complied with the requirements of the prudential norms of Reserve Bank of India.

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

viii. In our opinion, the provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it, and

(b) No undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

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

x. The company has accumulated losses but these losses are not more than 50% of its net worth and it has incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year.

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

xii. In our opinion and according to the information and explanations given to us, adequate documents and records have been maintained by the Company in respect of loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv. The company has maintained proper records of transactions and contracts in respect of trading in shares, debentures, and other securities and timely entries have been made therein. The investments are held by the Company in its own name except for certain shares which are lodged for transfer or are pending for rectification of bad deliveries.

xv. 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.

xvi. According to the information and explanations given to us, the company has not raised any term loan during the year under review and hence question of its applications does not arise.

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

xviii. According to the information and explanations given to us, during the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The company has not issued any debentures during the year, which requires the creation of security or charge and hence clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

xx. During the year, the Company has not raised money by Public issue and hence the question of disclosure and verification of end use of such monies does not arise.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

for JANARDHANRAO DESHMUKH & CO. Chartered Accountants Firm Regn No.005979S

(L. JANARDHAN RAO) Place : Hyderabad Proprietor Date : 29.05.2014 Membership No.18474

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s.USHAKIRAN FINANCE LIMITED, as at 31st March, 2010, the Profit and Loss Account and also the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

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

(v) On the basis of the written representations received from the directors, as on 31.03.2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956 ;

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

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

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

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



ANNEXURE TO AUDITORS REPORT USHAKIRAN FINANCE LIMITED

(Referred to in Paragraph 3 of our report of even date)

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

(b) As explained to us, all the fixed assets other than the assets on lease, have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) During the year, the company has not disposed off any of the fixed assets. According to the information and explanations given to us, the going concern status of the company is not affected.

ii. (a) As explained to us, inventories, (Shares and Securities) have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. According to the information and explanations given to us, the Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) b to d of the order are not applicable.

iv. According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of shares and services. We have not observed any continuing failure to correct major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements referred to in sec. 301 of the Companies Act, 1956, have been entered in the registers required to be maintained under that section, and

(b) In our opinion and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party, if any, during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The company has not accepted public deposits as defined under section 58A of the Companies Act, 1956 during the year under review. The Company has complied with the requirements of the Prudential norms of Reserve Bank of India.

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

viii. In our opinion, the provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

ix. (a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it, and

(b) No undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

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

x. The company has accumulated losses but these losses are not more than 50% of its net worth and it has not incurred any cash losses in the financial year and in the immediately preceding financial year.

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

xii. In our opinion and according to the information and explanations given to us, adequate documents and records have been maintained by the Company in respect of loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv. The company has maintained proper records of transactions and contracts in respect of trading in shares, debentures, and other securities and timely entries have been made therein. The investments are held by the Company in its own name except for certain shares which are lodged for transfer or are pending for rectification of bad deliveries.

xv. 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.

xvi. According to the information and explanations given to us, the company has not raised any term loan during the year under review and hence question of its applications does not arise.

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

xviii. According to the information and explanations given to us, during the year, the company has not made any preferential allotment of shares to parties and companies, covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The company has not issued any debentures during the year, which requires the creation of security or charge and hence clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

xx. During the year, the Company has not raised money by Public issue and hence the question of disclosure and verification of end use of such monies does not arise.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.



for JANARDHANRAO DESHMUKH & CO.,

Chartered Accountants

Firm Regn. No. 005979S

(L. JANARDHAN RAO)

Place : Hyderabad Proprietor

Date : 31.05.2010 Membership No. 18474