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Auditor Report of Capri Global Capital Ltd.

Mar 31, 2023

To the Members of Capri Global Capital Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

1. We have audited the accompanying standalone financial statements of Capri Global Capital Limited (''the Company''), which comprise the standalone balance sheet as at 31 March 2023, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of cash flow and the standalone statement of changes in equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the ''standalone financial statements'').

2. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,the relevant circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time (''RBI Guidelines'') and other accounting principles generally accepted in India, of the state of affairs of the

Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

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

Key Audit Matter	How our audit addressed the key audit matter
Impairment of loans and advances to customers
(Refer Note 2.6 for significant accounting policies and Note 39.2 for credit risk disclosures)
As at 31 March 2023, the Company has reported gross loan	Our audit focused on assessing the appropriateness
assets of '' 70,711.03 millions against which an impairment	of	management''s judgment and estimates used in	the
loss of '' 1,418.81 millions has been recorded. The Company	impairment analysis through procedures that included, but
recognized impairment provision for loan assets based on	were not limited to, the following:
the Expected Credit Loss ("ECL") approach laid down under ''Ind AS 109 - Financial Instruments''.	_â¢	Obtained an understanding of the modelling techniques adopted by the Company including the key inputs and
The estimation of ECL on financial instruments involves		assumptions;
significant management judgement and estimates and the use of different modelling techniques and assumptions which could have a material impact on reported profits. Significant management judgement and assumptions	_â¢	Considered the Company''s accounting policies for estimation of expected credit loss on loans and assessing compliance with the policies in terms of Ind AS 109;
involved in measuring ECL is required with respect to:	_â¢	Understanding management''s updated processes,
â¢ ensuring completeness and accuracy of the data used to		systems and controls implemented in relation impairment allowance process;	to
create assumption in the model.
â¢ determining the criteria for a significant increase in credit risk.
â¢ factoring in future economic assumptions

Key Audit Matter	How our audit addressed the key audit matter
â¢ techniques used to determine probability of default,	_â¢	Accuracy of the computation of the ECL estimate
loss given default and exposure at default.		including reasonableness of the methodology and
These parameters are derived from the Company''s internally		assumption used to determine macro-economic overlays;
developed statistical models and other historical data.	_â¢	Tested the design and operating effectiveness of key
During the previous years, RBI announced various relief		controls over completeness and accuracy of the key
measures for the borrowers which were implemented by the		inputs and assumptions considered for calculation,
Company such as "COVID 19 Regulatory Package- Asset Classification and Provisioning" announced by the RBI		recording, monitoring of the impairment loss recognized and staging of assets. Also evaluated the controls over the modelling process, validation of data and related approvals;
on 17 April 2020 and RBI circular on "Asset Classification
and Income Recognition following the expiry of Covid-19
regulatory package" dated 07 April 2021 (collectively	_â¢	Assessed the critical assumptions and input data used in
referred to as ''the RBI circulars''), and "Resolution Framework		the estimation of expected credit loss models for specific
for COVID-19 related Stress" (the ''Resolution Framework'')		key credit risk parameters, such as the movement logic
dated on 6 August 2020 and 4 June 2021, which have been		between stages, Exposure at default (EAD), probability of
collectively considered by the management in identification,		default (PD) or loss given default (LGD);
classification and provisioning of loan assets for impairment.	_â¢	Performed test of details over calculations of ECL, in
On the basis of an estimate made by the management, an overlay to the tune of '' 20.27 millions has been carried		relation to the completeness and accuracy of data;
by the Company as at 31 March 2023 on loans basis their	_â¢	Obtained written representations from management and those charged with governance on whether they believe
performance and outstanding position. The basis of		significant assumptions used in calculation of expected
estimates and assumptions involved in arriving at the overlay		credit losses are reasonable; and
are monitored by the Company periodically and significantly		credit losses are reasonable; and
depend on future developments in the economy.	_â¢	Assessed the appropriateness and adequacy of the related
Disclosure		presentation and disclosures of Note 39 "Financial risk management" disclosed in the accompanying financial
The disclosures regarding the Company''s application of		statements in accordance with the applicable accounting
Ind AS 109 are key to explaining the key judgements and		standards and related RBI circulars and Resolution
material inputs to the Ind AS 109 ECL results. Further, disclosures to be provided as per RBI circulars with regards to non-performing assets and provisions is also an area of focus. Considering the significance of the above matter to the overall financial statements and extent of management''s estimates and judgements involved, it required significant auditor attention. Accordingly, we have identified this as a key audit matter.		Framework.

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

6. The Company''s management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone 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 standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other

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

When we read 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.

Board of Director''s Responsibilities for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Management and the

Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act, RBI Guidelines 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. I n preparing the standalone financial statements, the Board of Directors and management are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

â¢ 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 with reference to the standalone financial statements in place and the operating effectiveness of such controls based on our audit;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and the Board of Directors;

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

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

â¢ Obtain sufficient appropriate audit evidence regarding the financial statements of the Company to express an opinion on the financial statements.

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. 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 I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) i n our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 standalone financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

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

i. The Company, as detailed in note 47 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. The Company, as detailed in note 56.11.1

to the standalone financial statements,

has made provision as at 31 March 2023, as required under the applicable law

or accounting standards, for material

foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2023;

iv. a The management has represented

that, to the best of its knowledge and belief, as disclosed in note 54 (xvi) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to

or in any 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 has represented that, to the best of its knowledge and belief, as disclosed in note 54 (xvi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act, to the extent it applies to payment of dividend; and

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For M M Nissim & Co LLP

Chartered Accountants Firm''s Registration No: 107122W/W100672

Sd/-

Gayatri Sonavane

Partner

Membership No. 114049 UDIN: 23114049BGXMMF3807 Mumbai 22 May 2023

Mar 31, 2022

Opinion

1. We have audited the accompanying standalone financial statements of Capri Global Capital Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the ''standalone financial statements'').

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

Basis for Opinion

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

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

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

Key audit matter

How our audit addressed the key audit matter

Impairment of loans and advances to customers

(Refer Note 2.4 for significant accounting policies and Note 39.2 for credit risk disclosures)

As at 31 March 2022, the Company has reported gross loan assets of ''47,178.27 million against which an impairment loss of ''1,407.39 million has been recorded. The Company recognized impairment provision for loan assets based on the Expected Credit Loss ("ECL") approach laid down under ''Ind AS 109 - Financial Instruments''.

The estimation of ECL on financial instruments involves significant management judgement and estimates and the use of different techniques and assumptions which could have a material impact on reported profits. Significant management judgement and assumptions involved in measuring ECL is required with respect to:

â¢ ensuring completeness and accuracy of the data used

â¢ determining the criteria for a significant increase in credit risk

â¢ factoring in future economic assumptions

â¢ techniques used to determine probability of default, loss given default and exposure at default.

Our audit focused on assessing the appropriateness of management''s judgment and estimates used in the impairment analysis through procedures that included, but were not limited to, the following:

â¢ Obtained an understanding of the techniques adopted by the Company including the key inputs and assumptions. Since assumptions and parameters are based on historical data, we assessed whether historical experience was representative of current circumstances and was relevant in view of the recent impairment losses incurred within the portfolios;

â¢ Considered the Company''s accounting policies for estimation of expected credit loss on loans and assessing compliance with the policies in terms of Ind AS 109

â¢ Understanding management''s updated processes, systems and controls implemented in relation to impairment allowance process, particularly in view of COVID-19 Regulatory Package.

â¢ Tested the design and operating effectiveness of key controls over completeness and accuracy of the key inputs and assumptions considered for calculation, recording, monitoring of the impairment loss recognized and staging of assets. Also evaluated the controls over the validation of data and related approvals.

Key audit matter	How our audit addressed the key audit matter
These parameters are derived from the Company''s historical data.	â¢	Evaluated the appropriateness of the Company''s determination
During the previous and current years, RBI announced various		of Significant Increase in Credit Risk ("SICR") in accordance with
relief measures for the borrowers which were implemented by		the applicable accounting standard considering the impact of
the Company such as "COVID 19 Regulatory Package- Asset		COVID-19 on account of moratorium and restructuring benefit
Classification and Provisioning" announced by the RBI on 17		extended by the Company and the basis for classification of
April 2020 and RBI circular on "Asset Classification and Income		various exposures into various stages. Further, assessed the
Recognition following the expiry of Covid-19 regulatory package"		critical assumptions and input data used in the estimation of
dated 07 April 2021 (collectively referred to as ''the RBI circulars''), and		expected credit loss for specific key credit risk parameters, such
"Resolution Framework for COVID-19 related Stress" (the ''Resolution		as the movement between stages, Exposure at default (EAD),
Framework'') dated on 6 August 2020 and 4 June 2021, which have		probability of default (PD) and loss given default (LGD);
been collectively considered by the management in identification,	â¢	Evaluated the reports and working for the methodology used in
classification and provisioning of loan assets for impairment. On		the computation of Through the Cycle PD, Point In Time PD and
the basis of an estimate made by the management, an overlay to		LGD, among others.
the tune of ''340.25 million has been recognized by the Company	_â¢	Verified that the Company''s approved policy in relation to
as at 31 March 2022 on account of increase in default risk due to		moratorium and restructuring is in accordance with the RBI
the impact of COVID-19 on recoverability of loans of the Company.		requirements. Evaluated that the restructuring was approved and
The basis of estimates and assumptions involved in arriving at the		implemented in accordance with such policy, and the provisions
overlay are monitored by the Company periodically and significantly		created on such restructured loan assets were in accordance with
depend on future developments in the economy including expected		the Company''s policy.
impairment losses.	_â¢	Performed test of details over calculations of ECL, in relation to
Disclosure		the completeness and accuracy of data.
The disclosures regarding the Company''s application of Ind AS 109	_â¢	Obtained written representations from management and those
are key to explaining the key judgements and material inputs to ECL		charged with governance on whether they believe significant
computation. Further, disclosures to be provided as per RBI circulars		assumptions used in calculation of expected credit losses are
with regards to non-performing assets and provisions is also an area		reasonable.
of focus.	_â¢	Assessed the appropriateness and adequacy of the related
Considering the significance of the above matter to the overall		presentation and disclosures of Note 39.2 "Credit risk" and ECL
financial statements, additional complexities involved on account of		disclosed in the accompanying financial statements including
ongoing impact of COVID-19 and extent of management''s estimates		disclosure of key judgements and assumptions involved, in
and judgements involved, it required significant auditor attention.		accordance with the applicable accounting standards and
Accordingly, we have identified this as a key audit matter.		related RBI circulars and Resolution Framework.
Information Technology system for the financial reporting process
The company is highly dependent upon its information technology	Our audit procedures for assessment of the IT systems and controls
(IT) systems for carrying out its operations and processing significant	with reference to financial statements, included but were not limited
volume of transactions, which impacts key financial accounting and	to the following:
reporting activities. The company has put in place the IT General	_â¢	Obtained an understanding of the Company''s key IT systems,
Controls and application controls to ensure that the information		IT General Controls which covered access controls, program/
produced by the company is complete, accurate and reliable.		system changes, program development and computer
Among other things, the Management also uses the information		operations i.e. job processing, data/ system backup a n d
produced by the entity''s IT systems for accounting, preparation and the presentation of the of the financial statements.		incident management and application controls relevant to our audit.
Since our audit strategy included focus on entity''s key IT systems	_â¢	Tested the design, implementation and operating effectiveness
relevant to our audit due to their potential pervasive impact on the		of the general IT controls over the key IT systems that are
financial statements, we have determined the audit of IT systems and		critical to financial reporting. This included evaluation of entity''s
related control environment for accounting and financial reporting as		controls to ensure segregation of duties and access rights being
a key audit matter.		provisioned / modified based on duly approved requests, access for exit cases being revoked in a timely manner and access of all users being re-certified during the period of audit. Further, controls related to program change were evaluated to verify whether the changes were approved, tested in an environment that was segregated from production and moved to production by appropriate users;
	_â¢	Tested application controls (automated controls), related interfaces and report logic for system generated reports relevant to the audit for evaluating completeness and accuracy;
	_â¢	Tested compensating controls or performed alternate audit procedures to assess whether there were any unaddressed IT risks that would impact the controls or completeness and/or accuracy of data.

8. In preparing the standalone financial statements, the Board of Directors and management are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Our opinion on the standalone 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 standalone 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 standalone 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.

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

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Management and the Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and the Board of Directors;

â¢ Obtain sufficient appropriate audit evidence regarding the financial statements of the Company to express an opinion on the financial statements.

14. 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

15. The standalone financial statements of the Company for the year ended 31 March 2021 were audited by

the predecessor auditor, Deloitte Haskins & Sells LLP, Chartered Accountants, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 17 June 2021.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

17. 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 I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 as on 31 March 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

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

i. t he Company, has disclosed the impact of pending litigations on its financial position as at 31 March 2022 in the standalone financial statements as detailed in note 48;

ii. The Company did not have any material foreseeable losses, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company during the year ended 31 March 2022;

iv. a. The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any 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 has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The dividend declared during the year ended 31 March 2022 by the Company is in compliance with section 123 of the Act.

For M M Nissim & Co LLP

Chartered Accountants Firm''s Registration No: 107122W/W100672

SD/-

Sanjay Khemani

Partner

Membership No. 044577 UDIN: 22044577AJJZCS3974

Mumbai 21 May 2022

Mar 31, 2018

Independent Auditors'' Report

To The Members of

Capri Global Capital Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CAPRI GLOBAL CAPITAL LIMITED (the "Company"), which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 (the "Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended ("Accounting Standards"), and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

In conducting 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 issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Standards and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 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 Section 143 (3) of the Act, based on our audit, 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 standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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, as amended, 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 as at 31^st March, 2018 which would impact its financial position except, as disclosed in note no. 31 of the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts as at 31^st March, 2018, 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.

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

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of CAPRI GLOBAL CAPITAL LIMITED (the "Company") as of 31^st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). 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 policy, 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 Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 standalone 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 standalone 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 standalone 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 standalone 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, to the best of our information and according to the explanations given to us, 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^st March,

2018, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that the title deeds, comprising of the immovable property of the Buildings is held in the name of the Company as at the balance sheet date except the following:-

Particulars

'' in Lakh

Remarks

Flats from Orbit

Corporation

Limited

174

The Company is having signed allotment letter in its own name. The Company is in the process of registering the sale deed.

Flats from

Unitech

Limited

The Company is having allotment letter in its erstwhile name. The Company is in the process of registering the asset through sale deed in its own name.

In respect of immovable properties of buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) To the best of our knowledge and according to the information and explanations given to us, the Company does not have any inventory and hence reporting under clause 3(ii) of the Order is not applicable.

(iii) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any loans, made investments or provide guarantees under the provisions of Sections 185 and 186 of the Act and hence reporting under clause 3(iv) of the Order is not applicable.

(v) To the best of our knowledge and according to the information and explanations given to us, the Company has not accepted any deposit during the year and no order in this respect has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunals in regards to the company.

(vi) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, in respect of the services rendered by the Company.

(vii) To the best of our knowledge and according to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular ir depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Service Tax, Goods and Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities. There were no amounts payable in respect of Sales Tax, Value Added Tax, Customs Duty, Work Contract Tax, and Excise Duty.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Service Tax,, Goods and Service Tax, cess and other material statutory dues in arrears as at 31^st March, 2018 for a period of more than six months from the date they became payable.

(viii) To the best of our knowledge and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks and dues to debenture holders. The Company has not taken any loan from government and financial institutions.

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount ('' in Lakh)
Income Tax Act, 1961	Regular Assessment u/s 143(3) of the Act	CIT(A)	AY 2015-16	33
Income Tax Act, 1961	Penalty Proceedings u/s 271(1)(c) of the Act	ITAT, Mumbai	AY 2010-11	7

There are no dues of Service Tax as on March 31, 2018 on account of disputes.

(ix) To the best of our knowledge and according to the information and explanations given to us, the money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised other than temporary deployment pending application of proceeds. The Company has not raised moneys by way of initial public offer/ further public offer (including debt instruments).

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

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) To the best of our knowledge and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(xv) To the best of our knowledge and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and it has obtained the registration.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm''s Registration No.117366W/W-100018)

G. K. Subramaniam

Partner

(Membership No. 109839)

Place: Mumbai

Date: May 26, 2018

Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CAPRI GLOBAL CAPITAL LIMITED (âthe Companyâ), comprising of the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory.

Managementâs Responsibility for the Standalone Financial Statements

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

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2017;

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 (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Companies Act, 2013 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 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 standalone financial statement 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, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017, from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with the 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, we report that:

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 Investors Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30^th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

The Annexure referred to in paragraph 1 under the âReport on Other Legal and Regulatory Requirementsâ our report to the members of CAPRI GLOBAL CAPITAL LIMITED, (âthe Companyâ) for the year ended on March 31, 2017. We report that:-

i. In respect of its fixed assets:

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

(b) The Company has a regular programme of physical verification of fixed assets which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) As per the information and explanation given to us by the management, immovable property of the Company represents Leasehold premises and Flat. In case of Leasehold Premises, Lease agreement is in the name of the Company as lessee. Further, Title deed of the flat is in the name of the Company.

ii. In respect of its inventories:

The Company is in the business of financing, and consequently, does not hold any inventory. Accordingly, the provisions of Clause 3(ii) of the Order are not applicable to the Company.

iii. The Company has granted unsecured loan to One Wholly Owned Subsidiary Company amounting to Rs.26.50 Lacs covered in the register maintained under section 189 of the Act, in respect of which:

a) In our opinion and according to the information given to us, the terms and conditions of the loans given by the Company are prima facie, not prejudicial to the interest of the Company;

b) The Schedule of payment of interest is stipulated and the receipt of the same is regular;

c) As there is no stipulation regarding repayment of principal loan, in our opinion, overdue amount, if any, cannot be determined;

iv. In our opinion and according to the information and explanations given to us, the Company has not granted any loans or provided any guarantee or security to the parties covered under Section 185 and hence provisions of Clause 3(iv) of the aforesaid Order in this regard are not applicable to the Company.

Further, the Company has complied with provision of Section 186 of the Act in respect of the investments made by it.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. In our opinion and according to the information and explanations given to us maintenance of cost records under sub-section (1) of the Section 148 of the Companies Act, 2013 has not been prescribed by the government.

vii. (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues applicable to it. No undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues were outstanding, as at 31-03 2017, for a period of more than six months from the date they became payable.

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

viii. Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and bank.

ix. Based on our audit procedures and according to the information and explanations given to us by the management, the Company has raised money by way of debt instruments and term loans. The said money was utilized for the purpose for which it was obtained.

x. 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 material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

xi. The Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provision of the Section 197 read with Schedule V of the Act.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to the Company and hence provisions of Clause 3(xii) of the aforesaid Order are not applicable to the Company.

xiii. The Company has entered into the transaction with the related parties in compliance with the provisions of the Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Accounting Standard (AS)18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence provisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or the persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Order are not applicable to the Company.

xvi. The Company has obtained registration as required under Section 45-IA of the Reserve Bank of India Act, 1934.

For and on behalf of

KARNAVAT & CO.

Chartered Accountants

Firm Regn No. 104863W

(Shashikant Gupta)

Partner

Membership No. 45629

Place : Mumbai

Dated : May 13, 2017

Mar 31, 2016

We have audited the accompanying standalone financial statements of
CAPRI GLOBAL CAPITAL LIMITED ("the Company"), comprising of the Balance
Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory.

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made
there under including the accounting and auditing standards and matters
which are required to be included in the audit report.

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

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the standalone
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 standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
Company''s Directors, as well as evaluating the overall presentation of
the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the 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, 2016;

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, 2016 ("the
Order") issued by the Central Government of India in terms of
Sub-section (11) of Section 143 of the Companies Act, 2013 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 a statement on the
matters specified in paragraphs 3 and 4 of the Order.

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 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 standalone financial statement 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, 2016, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2016, from
being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the other matters to be included in the Auditor''s
Report in accordance with the 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, we report
that:

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

The Annexure referred to in paragraph 1 under the ''Report on Other
Legal and Regulatory Requirements'' our report to the members of CAPRI
GLOBAL CAPITAL LIMITED, (''the Company'') for the year ended on March 31,
2016. We report that:-

i. In respect of its fixed assets:

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

(b) The Company has a regular programme of physical verification of
fixed assets which is, in our opinion, reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this programme, certain fixed assets have been physically verified by
the management during the year and no material discrepancies have been
noticed on such verification.

(c) As per the information and explanation given to us by the
management, the Company does not own any immovable property.
Accordingly, the provisions of Clause 3(i)(c) of the Order are not
applicable to the Company.

ii. In respect of its inventories:

The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable. There were no material discrepancies noticed on physical
verification of inventories as compared to the book records.

iii. The Company has not granted any loans, secured or unsecured to
Companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act and
hence provisions of Clause 3(iii) of the aforesaid Order are not
applicable to the Company.

iv. The Company has not granted any loans or made any investments, or
provided any guarantee or security to the parties covered under Section
185 and 186 and hence provisions of Clause 3(iv) of the aforesaid Order
are not applicable to the Company.

v. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public
within the meaning of Sections 73, 74, 75 and 76 of the Act and the
Rules framed there under to the extent notified.

vi. In our opinion and according to the information and explanations
given to us maintenance of cost records under sub-section (1) of the
Section 148 of the Companies Act, 2013 has not been prescribed by the
government.

vii. (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, employees'' state insurance,
income- tax, sales tax, wealth tax, duty of customs, duty of excise,
value added tax or cess and other statutory dues applicable to it. No
undisputed amounts payable in respect of provident fund, employees''
state insurance, income-tax, sales tax, wealth tax, duty of customs,
duty of excise, value added tax or cess and other statutory dues were
outstanding, as at 31-03- 2016, for a period of more than six months
from the date they became payable.

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

viii. Based on our audit procedures and according to the information
and explanations given to us by the management, we are of the opinion
that the Company has not defaulted in repayment of dues to financial
institutions and bank.

ix. The Company has not raised any money by way of initial public
offer, further public offer (including debt instruments) and term loans
and hence provisions of Clause 3(ix) of the aforesaid Order are not
applicable to the Company.

x. 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 material fraud
by the Company or on the Company by its officers or employees, noticed
or reported during the year, nor have we been informed of any such case
by the management.

xi. The Company has paid/provided managerial remuneration in accordance
with the requisite approvals mandated by the provision of the Section
197 read with Schedule V of the Act.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are
not applicable to the Company and hence provisions of Clause 3(xii) of
the aforesaid Order are not applicable to the Company.

xiii. The Company has entered into the transaction with the related
parties in compliance with the provisions of the Section 177 and 188 of
the Act. The details of such related party transactions have been
disclosed in the standalone financial statements as required under
Accounting Standard (AS)18, Related Party Disclosures specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

xiv. The Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during
the year under review and hence provisions of Clause 3(xiv) of the
aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its
directors or the persons connected with him and hence provisions of
Clause 3(xv) of the aforesaid Order are not applicable to the Company.

xvi. The Company has obtained registration as required under Section
45-1A of the Reserve Bank of India Act, 1934.

For and on behalf of

KARNAVAT & CO.

Chartered Accountants

Firm Regn No. 104863W

(Shashikant Gupta)

Camp: Gangtok Partner

Dated: April 23, 2016 Membership No. 45629

Mar 31, 2015

We have audited the accompanying financial statements of CAPRI GLOBAL CAPITAL LIMITED (formerly known as Money Matters Financial Services 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 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 matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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 standalone 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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, 2015 ("the Order") issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 statement 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, 2015, and 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 the 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, we report that:

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

The Annexure referred to in paragraph 1 under the ''Report on Other Legal and Regulatory Requirements'' our report to the members of CAPRI GLOBAL CAPITAL LIMITED, (''the Company'') for the year ended on March 31,2015. We report that:-

i. In respect of its fixed assets

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

(b) The Company has a regular programme of physical verification of fixed assets which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

ii. In respect of its inventories

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. There were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii. The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 and hence provisions of paragraph 3(iii) of the aforesaid Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the

Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls system. There is no sale of services.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public to which provisions of Sections 73 to Section 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 are applicable. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vi. In our opinion and according to the information and explanations given to us maintenance of cost records under sub-section (1) of the Section 148 of the Companies Act, 2013 has not been prescribed by the government.

vii. (a) According to the records of the Company, the

Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income- tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues were outstanding, as at 31-03-2015, for a period of more than six months from the date they became payable.

(c) According to the records of the Company and information and explanations given to us no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess that have not been deposited on account of any disputes.

(d) No amount is required to be transferred to Investor''s Education and Protection Fund in accordance with Section 205C(2) of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

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

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

x. The Company has not given any guarantee for loans taken by others from Bank or financial institution, and accordingly requirement of Paragraph 3(x) of the aforesaid Order are not applicable to the Company.

xi. The Company has not raised term loans during the year.

xii. Based upon the audit procedures performed and information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of KARNAVAT & CO. Chartered Accountants Firm Regn No. 104863W

192, Dr. D. N. Road (Viral Joshi) Mumbai - 400001 Partner Dated: May 09, 2015 Membership No. 137686

Mar 31, 2014

We have audited the accompanying financial statements of CAPRI GLOBAL CAPITAL LIMITED (formerly known as Money Matters Financial Services 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 then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that gives 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 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 in accordance with the accounting practices generally accepted in India. 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 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, 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;

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

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956, and on the basis of such checks as we considered appropriate, we further report that:- (i) In respect of its fixed assets:

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

(b) As explained to us, the Company has a system of verifying all its major fixed assets over a period of three years which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the year. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

(c) During the year, the Company has not disposed off any substantial /major part of fixed assets so as to affect the going concern status of the Company.

(ii) In respect of its inventories:

(a) As per the information and explanation given to us by the management, the inventories of the Company mainly consists of Shares & Securities maintained in electronic (dematerialization) mode and hence no physical verification of inventories of the Company is required. In our opinion, sub-clause (ii)(a) and (ii)(b) of Paragraph 4 of the Order are not applicable to the Company.

(b) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. No discrepancies have been noticed on verification between the stocks as per dematerialization mode and the book records.

(iii) (a) The Company has granted interest free unsecured loan and advances in the nature of loan to four wholly owned subsidiary parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved together with balance due at the end of the year was Rs. 21.05 Lacs and the year end balance was Rs. Nil.

(b) In our opinion and according to the information and explanations given to us the other terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand and there is no repayment schedule.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

(e-g) The Company has not taken loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence provisions of paragraph 4(iii)(e) to 4(iii)(g) of the aforesaid Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of services. During the course of our audit, we have not observed any major weakness in such internal controls.

(v) Based on the audit procedures applied by us, and to the best of our knowledge and belief and according to the information and explanations given to us by the management, we are of the opinion that during the year no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered into by the Company. Accordingly requirement of clause (v)(a) & (v)(b) of Paragraph 4 of the Order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public to which provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are applicable.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of independent Chartered Accountants appointed by the Management has been commensurate with the size of the Company and nature of its business.

(viii) As per the information and explanations given to us by the management, maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 has not been prescribed by the Company Law Board and hence in our opinion the requirement of clause (viii) of Paragraph 4 of the Order is not applicable to the Company.

(ix) (a) According to the information and explanations given to us by the management and according to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, service tax, wealth tax, and other applicable statutory dues.

(b) According to the information and explanations given to us, no undisputed arrears of above statutory dues were outstanding, as at 31st March 2014, for a period of more than six months from the date they became payable.

(x) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred any cash losses during the current financial year as well as in the immediately preceding financial year.

(xi) According to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

(xii) Based on our examination of documents and records and according to the explanations given to us by the management we are of the opinion that the Company has maintained adequate documents and records in cases where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As per the information and explanations given to us by the management, the Company is not a Chit Fund or a Nidhi Company. Hence in our opinion, the provisions of any special statute as specified under Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

(xiv) As per the information and explanations given to us by the management and based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held all the shares, securities, and other investments in its own name except to the extent of exemption under section 49 of the Companies Act, 1956.

(xv) The Company has not given any guarantee for loans taken by others from Bank or financial institution and accordingly requirement of Paragraph 4(xv) of the aforesaid Order are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us by the management, the Company has not availed of any term loan during the year.

(xvii) According to the cash flow statement on the Balance Sheet date and according to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that no funds raised on short term basis have, prima-facie, been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) 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 and therefore, in our opinion clause (xviii) of Paragraph 4 of the Order is not applicable.

(xix) During the period covered by our audit report, the Company has not issued debentures and therefore clause (xix) of Paragraph 4 of the Order is not applicable.

(xx) During the period covered by our audit report, the Company has not raised money by way of public issues except by way of Employee Stock Option Plans and conversion of warrants into equity shares as per terms and conditions of warrants issued in the earlier year.

(xxi) Based upon the audit procedures performed and as per information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

KARNAVAT & CO.

Chartered Accountants

Firm Regn No. 104863W

192, Dr. D. N. Road (Viral Joshi)

Mumbai - 400001 Partner

Dated: 9th May, 2014 Membership No. 137686

Mar 31, 2012

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

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

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

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

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

iii) 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;

iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 21 1 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31 st March, 201 2 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid accounts read together with Significant Accounting Policies and other Notes on accounts give the information required by the Companies Act, 1 956, 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 2012; and

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

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

Annexure to the Auditors Report

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, the Company has a system of verifying all its major fixed assets over a period of three years which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the year. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

(c) During the year, the Company has not disposed off any substantial /major part of fixed assets so as to affect the going concern status of the Company.

(ii) (a) As per the information and explanation given to us by the management, the inventories of the Company mainly consists of Shares & Securities maintained in electronic (dematerialization) mode and hence no physical verification of inventories of the Company is required. In our opinion, sub- clause (ii)(a) and (ii)(b) of Paragraph 4 of the Order are not applicable to the Company.

(b) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. No discrepancies have been noticed on verification between the stocks as per dematerialization mode and the book records.

(iii) (a) The Company has granted interest free unsecured loan and advances in the nature of loan to five wholly owned subsidiary parties covered in the register maintained under section 301 of the Companies Act, 1 956. The maximum amount involved together with balance due at the end of the previous year was Rs 9064.51 lacs and the year end balance was Rs 1829.54 lacs.

(b) In our opinion and according to the information and explanations given to us the other terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand and there is no repayment schedule.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

(e) The Company has not taken loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1 956 and hence provisions of paragraph 4(iii)(f) to 4(iii)(g) of the aforesaid Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of services. During the course of our audit, we have not observed any major weakness in such internal controls.

(v) Based on the audit procedures applied by us, and to the best of our knowledge and belief and according to the information and explanations given to us by the management, we are of the opinion that during the year no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered into by the Company. Accordingly requirement of clause (v)(a) & (v)(b) of Paragraph 4 of the Order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public to which provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are applicable.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of independent Chartered Accountants appointed by the Management has been commensurate with the size of the Company and nature of its business.

(viii) As per the information and explanations given to us by the management, maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 has not been prescribed by the Company Law Board and hence in our opinion the requirement of clause (viii) of Paragraph 4 of the Order is not applicable to the Company.

(ix) (a) According to the information and explanations given to us by the management and according to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, service tax, wealth tax, and other applicable statutory dues.

(b) According to the information and explanations given to us, no undisputed arrears of above statutory dues were outstanding, as at 31st March 2012, for a period of more than six months from the date they became payable.

(x) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of its dues to banks.

(xii) Based on our examination of documents and records and according to the explanations given to us by the management we are of the opinion that the Company has maintained adequate documents and records in cases where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As per the information and explanations given to us by the management, the Company is not a Chit Fund or a Nidhi Company. Hence in our opinion, the provisions of any special statute as specified under Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

(xiv) As per the information and explanations given to us by the management and based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. We also report that the Company has held all the shares, securities, and other investments in its own name except to the extent of exemption under section 49 of the Companies Act, 1956.

(xv) The Company has not given any guarantee for loans taken by others from Bank or financial institution, and accordingly requirement of Paragraph 4(xv) of the aforesaid Order are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us by the management, the Company has not availed of any term loan during the year.

(xvii) According to the Cash Flow Statement and the Balance Sheet, and according to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that no funds raised on short term basis have, prima-facie, been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) 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, 1 956 and therefore, in our opinion clause (xviii) of Paragraph 4 of the Order is not applicable.

(xix) During the period covered by our audit report, the Company has not issued debentures and therefore clause (xix) of Paragraph 4 of the Order is not applicable.

(xx) During the period covered by our audit report, the Company has not raised money by way of public issues except by conversion of warrants into equity shares as per terms and conditions of warrants issued in the earlier year.

(xxi) Based upon the audit procedures performed and as per information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of

KARNAVAT & CO.

Chartered Accountants

Firm Regn. No 104863W

(Shashikant Gupta)

Partner

Membership No. 045629

Place : Srinagar

Dated : 19th May 2012.

Mar 31, 2010

1. We have audited the attached Balance Sheet of MONEY MATTERS FINANCIAL SERVICES LIMITED, as at March 31, 2010 and also the profit and loss account and the Cash Flow Statement for the year ended on that date annexed there to. 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 have 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 fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (AuditorsÃ Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on March 31, 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 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 afairs of the company as at March 31, 2010;

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

And

(c) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date. Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

1. The nature of the CompanyÃs business/activities during the year has been such that, the clauses (viii) and (xiii) of paragraph 4 of the Order are not applicable to the Company for the year.

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

(b) As explained to us, the Company has a system of verifying all its major fxed assets over a period of three years. The Fixed Assets so scheduled for verifcation during this year have been physically verifed by the management. The discrepancies noticed on such verifcation were not material and have been properly dealt with in the books of accounts.

(c) During the year the Company has not disposed of substantial/major part of fxed assets.

3. The Inventories of the Company mainly consists of Securities and hence no physical verifcation of Inventories of the Company is required. Thus Sub Clause (a) & (b) of cluase (ii) of para 4 of the order is not applicable to the Company. However proper records of Inventory have been maintained by the Company.

4.(a) In our opinion and according to the information and explanations provided to us, during the year, Company has granted unsecured loans to Three (3) parties covered under section 301 of the Companies Act, 1956. At the year-end the outstanding balances of such unsecured loans granted aggregated to ` 501,000,000/- (2 Party) and the maximum amount involved during the year was ` 588,219,598/-.

(b) In our opinion, the rate of interest and other terms and conditions of such loans granted by the company, are not prima facie prejudicial to the interest of the Company.

(c) The receipts of principal amount and interest have during the year been regular as per stipulations.

(d) In our opinion and according to the information and explanations given to us, there are no overdue outstandings.

(e) According to the information and explanations give to us, the Company has not taken any unsecured loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of Inventory and fxed assets and for the goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that, sub-clause (a) & (b) of clause (v) of the Companies (AuditorsÃ Report) Order, 2003 is not applicable since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into by the Company during the year.

7. The Company has not accepted any deposit from the Public within the meaning of section 58A and 58AA of the Companies Act, 1956.

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

9. According to the information and explanations given to us, the company is generally depositing with appropriate authorities undisputed statutory dues including provident fund, Investors education and protection fund, employees state insurance, income tax, wealth tax, service tax and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

10. The Company does not have accumulated losses as at the end of the financial year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks.

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

13. In respect of dealing/ trading in securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been held by the Company, in its own name except to the extent of exemption under section 49 of the Companies Act, 1956.

14. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

15. The Company has not availed of any term loans during the year.

16. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows of the Company, we report that funds raised on short-term basis have not been used for long-term investment. No long- term funds have been used to finance short-term assets except permanent working capital.

17. The Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any amount by way of public issue during the year.

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Agarwal Gupta Nokari & Rustagi Associates

Chartered Accountants (Firm Reg. No. 310041E) B. C. Khaitan

Place: Ambavane, Pune Partner

Dated: July 10, 2010 Membership No. 17387

Mar 31, 2009

1. We have audited the attached Balance Sheet of MONEY MATTERS FINANCIAL SERVICES LIMITED, as at March 31, 2009, and also the profit and loss account and the Cash Flow Statement for the year ended on that date annexed there to. 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 have 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 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

v) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors was disqualified as on March 31, 2009 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 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 March 31, 2009;

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

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

Anncxure to the Auditors Report

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

1. The nature of the Companys business/activities during the year has been such that, the clauses (ii), (viii) and (xiii) of paragraph 4 of the Order are not applicable to the Company for the year.

2. a) The Company has maintained proper records showing

full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the Company has a system of verifying all its major fixed assets over a period of three years. The Fixed Assets so scheduled for verification during this year have been physically verified by the management. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

c) During the year the Company has not disposed of substantial/major part of fixed assets.

3. a) In our opinion and according to the information and explanations provided to us, during the year, Company has granted unsecured loans to 5 (five) parties covered under section 301 of the Companies Act, 1956. At the year-end the outstanding balances of such unsecured loans granted aggregated to Rs. 29,68,000 (1 Party) and the maximum amount involved during the year was Rs. 61,84,60,017.

b) In our opinion, the rate of interest and other terms and conditions of such loans granted by the Company, are not prima facie prejudicial to the interest of the Company.

c) The receipts of principal amount and interest hage during the year been regular as per stipulations.

d) In our opinion and according to the information and explanations given to us, there are no overdue outstandings.

e) According to the information and explanations give to us, the Company has taken unsecured loans from 2 parties covered in the register maintained under

Section 301 of the Companies Act, 1956. At the year- end, the outstanding balances of such unsecured loans taken aggregated to Rs. NIL and the maximum amount involved during the year was Rs. 38,37,00,000 (2 Parties).

f) In our opinion the rate of interest and other terms and conditions of such loans, taken by the Company, are not prima facie prejudicial to the interest of the Company.

g) The payment of principal amount and interest in case of the aforesaid loans are as per stipulations.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that, sub-clause (a) & (b) of clause (v) of the Companies (Auditors Report) Order, 2003 is not applicable since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into by the Company during the year.

6. The Company has not accepted any deposit from the Public within the meaning of section 58A and 58AA of the Companies Act, 1956.

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

8. According to the information and explanations given to us, the Company is generally depositing with appropriate authorities undisputed statutory dues including provident fund, Investors education and protection fund, employees state insurance, income tax, wealth tax, service tax, and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2009 for a period of more than six months from the date they became payable.

9- The Company does not have accumulated losses as at the end of the financial year and the Company has not incurred cash losses during the current and the immediately preceding financial year.

10. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks.

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

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

13- According to the information and explanations given to us, the Company has not given any guarantee for loans taken, by its holding company, fellow subsidiaries, associates and others, from Bank or financial institutions.

14. The Company has not availed of any term loans during the year.

15. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows of the Company, we report that funds raised on short-term basis have not been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

16. The Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956.

17. The Company has not issued any debentures during the year.

18. The Company has raised an amount of Rs. 18,00,04,000 by way of Rights Issue of Equity Shares in the ratio of 2 shares for every 1 share held. Further the allottee of rights shares has been allotted 1 Detachable Warrant for every share allotted. The management has disclosed the end use of money raised by the Rights Issue and the same has been verified.

19. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Agarwal Gupta Nokari & Rustagi Associates

Chartered Accountants

B. C. Khaitan

Place: Mumbai Partner

Dated: June 29, 2009 Membership No. 17387

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