Auditor Report of Baid Finserv Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind-AS Financial Statements of Baid Finserv Limited
which comprise the Balance Sheet as at 31^st March 2025, and the Statement of Profit and Loss
(including the Statement of Other Comprehensive Income), Statement of Changes in Equity and
Statement of Cash flow for the year then ended, and notes to the Standalone Ind-AS Financial
Statements, including a summary of the significant accounting policies and other explanatory
information.

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

Basis for Opinion

We conducted our audit of the standalone Ind-AS financial statements in accordance with the
Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the Act).
Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for
the Audit of the Ind-AS 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 together with the ethical requirements that are relevant to our audit of the Ind-
AS 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 on standalone Ind-AS financial statements.

Key Audit Matters

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

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

Description of Key Audit Matters

Key audit matters	Auditor''s Response
(a) Impairment of financial assets (expected credit losses)	Our Audit procedures are as under:
Ind AS 109 requires the Company to recognize impairment loss allowance towards its financial assets (designated at amortized cost and fair value through other comprehensive income) using the	•	We read and assessed the Company''s accounting policies for impairment of financial assets and their compliance with Ind AS 109.
expected credit loss (ECL) approach. Such ECL allowance is required to be measured considering the guiding principles of Ind AS 109. In the Process, a significant degree of judgment has been applied by the management for calculation of expected credit	•	We tested the criteria for staging of loans based on their past-due status to check compliance with requirement of Ind AS 109.
losses ("ECL"). The most significant areas are: • Segmentation of loan book • Loan staging criteria • Calculation of probability of default / Loss given	•	We evaluated the reasonableness of the Management estimates by understanding the process of ECL estimation and tested the controls around data extraction and validation.
default • Consideration of probability weighted scenarios and forward looking macro-economic factors	•	Tested the ECL model, including assumptions and underlying computation.
There is a large increase in the data inputs required by the ECL model. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model. In some cases, data is unavailable and reasonable alternatives	•	Assessed the floor/minimum rates of provisioning applied by the Company for loan products with inadequate historical defaults.
have been applied to allow calculations to be performed.	•	Audited disclosures included in the Ind AS financial statements in respect of expected credit losses.

Information Other than the Financial Statements and Auditor''s Report there on

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

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

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the Standalone Ind AS Financial Statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information; we are required to report
that fact. We have nothing to report in this regard.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134 (5) of the Act
with respect to the preparation of these Ind AS 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 relevant rules issued thereunder 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.

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

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

Auditor''s responsibilities for the audit of the Ind AS Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company''s internal control.

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

• Conclude on the appropriateness of the Board of Directors'' use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related disclosures in the Financial statements or, if

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in
the ''Annexure A'', a statement on the matters specified in clauses 3 and 4 of the Order, to the
extent applicable.

2. As required by the Non-banking Finance Companies Auditors report (Reserve Bank) Directions,
2016 we give in the Annexure-B, statement on the matters specified in the order, to the extent
applicable.

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

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

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

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

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

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

f) 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 C''. 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
the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 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. The amounts which were transferred to the Investor Education and Protection Fund by
the Company is Rs. 2,77,651.

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

(b) The Management has represented, that, to the best of its knowledge and belief, no
funds which are material either individually or in the aggregate have been received by
the Company from any person or entity, including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company
shall, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to

believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as mentioned
under (a) and (b) above, contain any material misstatement.

v. The final dividend declared and paid by the Company during the year is in accordance
with Section 123 of the Act, as applicable.

vi. In accordance with the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014,
which mandates the utilization of accounting software equipped with an audit trail
(edit log) facility from April 1, 2023, it is observed that company has not implemented
this requisite features in its accounting software.

For Khilnani & Associates
Chartered Accountants

Sd/-

Place: Jaipur K. K. Khilnani

Date: May 16, 2025 Partner

M. No. : 072736
FRN.005776C

UDIN: 25072736BMLFVT1084

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Mar 31, 2024

Baid Finserv Limited

(Formerly Known as Baid Leasing and Finance Co. Ltd)

"Baid House", 2^nd Floor, 1, Tara Nagar,

Ajmer Road, Jaipur-302006 (Rajasthan)

Opinion:

We have audited the accompanying standalone Ind-AS Financial Statements of Baid Finserv Limited (Formerly known as Baid Leasing and Finance Co. Ltd) which comprise the Balance Sheet as at 31^st March 2024, and the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash flow for the year then ended, and notes to the Standalone Ind-AS Financial Statements, including a summary of the significant accounting policies and other explanatory information.

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

Basis for Opinion

We conducted our audit of the standalone Ind-AS financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Ind-AS 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 together with the ethical requirements that are relevant to our audit of the Ind-AS 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 on standalone Ind-AS financial statements.

Key Audit Matters

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

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

Description of Key Audit Matters

Key audit matters	Auditor''s Response
(a) Impairment of financial assets (expected
credit losses)	Our Audit procedures are as under :
Ind AS 109 requires the Company to recognize impairment loss allowance towards its financial
assets (designated at amortized cost and fair value	• We read and assessed the Company''s
through other comprehensive income) using the	accounting policies for impairment of
expected credit loss (ECL) approach. Such ECL	financial assets and their compliance with Ind
allowance is required to be measured considering	AS 109.
the guiding principles of Ind AS 109. In the Process,	• We tested the criteria for staging of loans
a significant degree of judgment has been applied	based on their past-due status to check
by the management for calculation of expected
credit losses ("ECL").	compliance with requirement of Ind AS 109. • We evaluated the reasonableness of the
The most significant areas are:	Management estimates by understanding the
• Segmentation of loan book	process of ECL estimation and tested the
• Loan staging criteria	controls around data extraction and
• Calculation of probability of default / Loss given	validation.
default	• Tested the ECL model, including assumptions
• Consideration of probability weighted scenarios	and underlying computation.
and forward looking macro-economic factors	• Assessed the floor/minimum rates of
There is a large increase in the data inputs required	provisioning applied by the Company for loan
by the ECL model. This increases the risk of _
completeness and accuracy of the data that has	products with inadequate historical defaults.
been used to create assumptions in the model. In	• Audited disclosures included in the Ind AS
some cases, data is unavailable and reasonable	financial statements in respect of expected
alternatives have been applied to allow	credit losses.
calculations to be performed

Information Other than the Financial Statements and Auditor''s Report there on

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

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

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these Ind AS 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 relevant rules issued thereunder 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.

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

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

Auditor''s responsibilities for the audit of the Ind AS Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in the ''Annexure A'', a statement on the matters specified in clauses 3 and 4 of the Order, to the extent applicable.

2. As required by the Non-banking Finance Companies Auditors report (Reserve Bank) Directions, 2016 we give in the Annexure-B, statement on the matters specified in the order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act read with the companies (Indian Accounting Standards) Rules 2015, as amended.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ''Annexure C''. 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 the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 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. The amounts which were transferred to the Investor Education and Protection Fund by the Company is Rs. 3,36,120.

iv. (a) The Management has represented that, to the best of it''s knowledge and belief, no funds which are material either individually or in the aggregate have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly

lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds which are material either individually or in the aggregate have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v. The final dividend declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.

vi. In accordance with the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, which mandates the utilization of accounting software equipped with an audit trail (edit log) facility from April 1, 2023, it is observed that company has not implemented this requisite feature in its accounting software. However as per management representation received they are in progress with getting this feature enabled in their software.

For Khilnani & Associates Chartered AccountantsSd/-Place: Jaipur K. K. KhilnaniDate: May 27, 2024 PartnerM. No. : 072736 FRN.005776CUDIN:24072736BKBZTP6739

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Baid Leasing and Finance Co. Ltd. CIN: L65910RJ1991 PLC006391 which comprise the Balance Sheet as at 31 st March, 2018, the Statement of Profit and Loss, 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 Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act’) with respect to the preparation of these financial statements that give a true and fair view of the financial position, and financial performance 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 in eludes 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 ofthe accounting records, relevantto the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into accountthe provision s 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) ofthe Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe 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 ofthe 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 reason ableness ofthe accounting estimates made by the Company’s Directors, a swell as evaluating the overall presentation ofthe financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order’), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013, we give in the AnnexureA’, a statement on the matters specified in para graphs 3 and 4 ofthe Order, to the extent applicable.

2. As required by Section 143 (3) ofthe Act, we re port that:

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

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

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March ,8 from being appointed as a director in terms of Section 164(2) ofthe 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 B¹.

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

i. The Company does not have any pending litigations.

ii. The Company did not have any long-term contracts including derivative contracts for which the re were any material foresee able losses.

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

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8th November 2016 to 30th December 2016 have not been made since they do not pertain to the financial year ended 31 March2018.

The Annexure referred to in Paragraph 1 of Our Report on “Other Legal and Regulatory Requirements”

1. We report that:

a. The company has maintained proper records showing full particulars, including quantitative details and situation of itsfixed assets.

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name ofthe company.

2. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. The company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnership or other parlies covered in the register maintained under Section 189 of the CompaniesAct,2013

4. In respect of loans, investments, guarantees and security, provisions of Section 185 and 186 ofthe Companies Act, 2013 have been complied with.

5. The company has not accepted any deposits from the public covered under Sections 73 to 76 ofthe Companies Act, 2013.

6. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-Section (1) of Section 148 of the CompaniesAct,2013.

7. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Sales-tax, Service-Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues to the extent applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31 st of March, 2018 for a period of more than six months from the date they became payable.

8. According to the information and explanations given to us, there is no amount payable in respect of, service tax, sales tax, customs duty, excise duty, value added tax and cess whichever applicable, which have not been deposited on account of any disputes.

9. In our opinion and according to the information and explanations given by the management, we are ofthe opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank, Government or debenture holders, as applicable to the company.

10. Based on our audit procedures and according to the information given by the management, Money raised by way of initial public offer or further public offer (including debt instruments) andtermloanshave been applied forth e purpose for which they were obtained.

11. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

12. According to the information and explanations given to us, we report that managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 1 97 read with Schedule Vto the Companies Act.

13. The company is not a Nidhi Company. Therefore clause (xii) ofthe order is not applicable to the company.

14. According to the information and explanations given to us, all transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

15. According to the information and explanations given to usandbased on our examination of the records ofthe Company,the Company has not made any preferential allotment or private placement of shares orfully or partly convertible debentures during the year.

16. The company has not entered into non-cash transactions with directors or persons connected with him.

17. The company is required to be registered under Section 45-IAof the Reserve Bank of India Act, 1934 and it has obtained the registration.

Report on the Internal Financial Controls under Clause ffl of Sub-Section 3 of Section 143 of theCompan ies Act, 2013 (“the Act’)

We have audited the internal financial controls over financial reporting of Baid Leasing and Finance Co. Ltd. (“The Company”) as of March 31 , 2018 in conjunction with our audit of the financial statements ofthe 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. These responsibilities include the design, implementation and maintenance of adequate interna I financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditors’ Responsibility

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

Our audit involves performing procedures to obtain audit evidence a bout 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’sjudgment, in eluding the assessment ofthe risks of material misstatement ofthe financial statements, whet her 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 internaI financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors ofthe company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because ofthe inherent limitations of interna I 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 ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively a sat March 31,8, 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.

For Khilnani & Associates

Chartered Accountants

Sd/-

K.K. Khilnani

(Partner)

Place: Jaipur M. No.: 072736

Date: 29.05.2018 FRN.005776C

---

Mar 31, 2016

Independent Auditor''s Report

To the Members of

Baid Leasing and Finance Co. Ltd.

"Baid House", llnd Floor, 1,

Tara Nagar, Ajmer Road,

Jaipur-302006

Report on the Financial Statements

We have audited the accompanying financial statements of Baid Leasing and Finance Co. Ltd. CIN: L65910RJ1991PLC006391 which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss forthe year then ended, Cash Flow Statement and a summary of the 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, and financial performance 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 there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. the Company does not have any pending litigations other than those disclosed in Note No. 1 of the Significant Accounting Policies and Notes on Accounts 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 Investor Education and Protection Fund by the Company.

Annexure to the Auditors Report

The Annexure referred to in our report to the members of BAID LEASING AND FINANCE CO. LTD. (''The Company'') for the year ended 31-03-2016.We report that

(i)	Fixed Assets (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; (b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been property dealt with in the books of account; (c) Whether title deeds of immovable properties are held in the name of the company. If not, provide details thereof.	YES YES YES
(ii)	Inventory
	(a) whether physical verification or inventory has been conducted at reasonable intervals by the management; (b) are the procedures of physical verification of inventory followed by the	YES
	management reasonable and adequate in relation to the size of the company and the nature of its business If not, the inadequacies in such procedures should be reported; (c) whether the company is maintaining proper records of inventory and	YES
	whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;	YES
(iii)	Loan given by Company
	whether the company has granted any loans, secured or unsecured to companies, firms or other partes covered in the register maintained under section 189 of the Companies Act. If so,	NO
	(a) whether receipt or the principal amount and interest are also regular; and	NOT APPLICABLE
	(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;	NOT APPLICABLE
(iv)	Internal Control System (a) is there an adequate internal control system commensurate with the side
	of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.	YES
	(b) Whether there is a continuing failure to correct major weaknesses in internal control system.	NO
(v)	Deposits

	in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? if not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	COMPANY HAS NOT ACCEPTED DEPOSITS FROM PUBLIC
(Vi)	Cost Records where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained	NOT SPECIFIED BY THE CENTRAL GOVERNMENT
(vii)	Statutory Dues (a) is the company regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-Tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor	YES EXCEPT INCOME TAX(TDS) WHERETHERE HAVE BEEN SOME DELAYS BUT SUCH DELAYS HAVE NOT BEEN MATERIAL IN OUR OPINION. >6 MONTHS OUTSTANDING: NIL
	(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. {A mere representation to the concerned Department shall not constitute a dispute).	NOT APPLICABLE
	(c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013and rules made there under has been transferred to such fund within time.	NOT APPLICABLE
(viii)	Cash and Accumulated losses whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;	NOT APPLICABLE
(ix)	Repayment of Dues whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;	NO
(X)	Guarantee for Loans whether the company has given any guarantee for toans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;	NO
(Xi)	Usage of Terra Loan whether term loans were applied for the purpose for which the loans were	YES

	obtained;
(xii)	Reporting of Fraud whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.	No fraud noticed

FOR KHILNANI for ASSOCIATES

Chartered Accountants

Sd/-

K.K.KHILNANI

Place: Jaipur

Partner

Date: 07-05-2016

M. No. 07 2736

FUN. 005774C

---

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Baid Leasing and Finance Co. Ltd. which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss for the year then ended, and a summary of the 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, and financial performance 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.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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 Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable although relevant notification is yet to be published in the official gazette up to the date of signing this report.

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

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

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

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

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

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

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

i. the Company does not have any pending litigations other than those disclosed in Note No. 1 of the Significant Accounting Policies and Notes on Accounts 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 Investor Education and Protection Fund by the Company.

Annexure to the Auditors Report

The Annexure referred to in our report to the members of BAID LEASING AND FINANCE CO. LTD. (''The Company'') for the year ended 31-03-2015. We report that:

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; YES

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

YES

(ii) (a) whether physical verification or inventory has been conducted at reasonable intervals by the management;

YES

(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not, the inadequacies in such procedures should be reported;

YES

(c) whether the company is maintaining proper record s of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

YES

(iii) whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

YES

(a) whether receipt or the principal amount and interest are also regular; and

NO SUCH REPAYMENT SCHEDULE IS STIPULATED

(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

NOT APPLICABLE

(iv) is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

YES

(v) in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with if not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not

COMPANY HAS NOT ACCEPTED DEPOSITS FROM PUBLIC

(vi) where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained

NOT SPECIFIED BY THE CENTRAL GOVERNMENT

(vii) (a) is the company regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate delays authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor

YES EXCEPT INCOME TAX WHERE THERE HAVE BEEN SOME DELAYS BUT SUCH DELAYS HAVE NOT BEEN MATERIAL IN OUR OPINION. > 6 MONTHS OUTSTANDING: NIL

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

NOT APPLICABLE

(c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 ( 1 of 1956) and rules made thereunder has been transferred to such fund within time.

NOT APPLICABLE

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

NOT APPLICABLE

(ix) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes, the period and amount of default to be reported;

NO

(x) whether the company has 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;

NO

(xi) whether term loans were applied for the purpose for which the loans were obtained;

YES

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

NO



Place: Jaipur FOR SHARMA NARESH & ASSOCIATES Date: 16-05-2015 Chartered Accountants

(NARESH SHARMA) Proprietor M. No.071485

---

Mar 31, 2014

We have audited the accompanying financial statements of BAID LEASING AND FINANCE COMPANY LTD., 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 forthe Financial Statements

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit 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 Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows forthe 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 theAct, we report that:

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

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

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

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

e) on the basis of 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 March 31, 2014, from being appointed as a director in term s of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR''S REPORT Referred to in paragraph 5 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 per the information and explanation given to us the Management has physically verified company''s assets. The programme of verification in our opinion, was reasonable having regard to the size of the company and the nature of its assets. As reported no material discrepancies were noticed on such verification.

(c) The company has not disposed off any plant and machinery affecting its going concern status.

(ii) (a) The inventory has been physically verified during the year by the management at intervals which in our opinion is reasonable.

(b) In our opinion and according to the explanation given to us, 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) In our opinion the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the nature of company''s business.

(iii) (a) The company has transacted with 7 parties covered in the register maintained under section301 of the Companies Act, 1956. The transactions are by and large of the nature of current account and payment of expenses like lease rent, interest, advertisement etc. Sum total of the year-end balances of the accounts is 49.94 lac (credit) In ouropinion,therateof interest and other terms and conditions on which loans have been taken from/granted to the companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(b) The amounts advanced by the company or taken by the company are of the nature of long term loans, wherein no fixed repayment schedule has been stipulated. Clause (iii) (c), to the extent it pertains to repayment of principle, is therefore inapplicable. The said parties however, have been by and large regular in the payment of interest.

(c) In the light of the above, there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the CompaniesAct, 1956.

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

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the CompaniesAct, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the CompaniesAct, 1956 and exceeding the value of rupees five lac. in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Company has not accepted deposits from public within the meaning assigned to the term under sections 58A and 58AA of the CompaniesAct, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. To the best of our knowledge no order has been passed, against the company, underthe aforesaid sections, by the Company Law Board.

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

(viii) To the best of our information no cost records have been prescribed for the company by the Central Government under Rules made for the maintenance of cost records under section 209 (1) (d) of the CompaniesAct, 1956.

(ix) (a) The undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to the company, have been generally regularly deposited with appropriate authorities subject to income-tax where there have been delays indeposit. Such delays however, in ouropinion have not been serious.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at for a period of more than six months from the date they became payable.

(x) The company has no accumulated losses. As reflected in the cash flow statement the company has not incurred cash losses during the financial year covered by our audit as well as in its preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders.

(xii) To the best of our information and the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other such securities.

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

(xiv) In our opinion proper records have been maintained of the transactions and contracts entered in to with reference to company''s dealings in shares and securities and timely entries have been made therein. The securities in possession of company have been held either in company''s name or are held with blank transfer forms.

(xv) Company has provided a corporate guarantee to ICICI Bank. Ltd. against Rs. 4.75 Cr. financed by said bank, to Baid Finance a proprietorship concern of Mahendra Kumar Baid (HUF).

(xvi) To the best of our information the company has applied the term loan for the purpose for which it was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The company has not made any debenture issue.

(xx) The company has not made any public issue during the period under review.

(xxi) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.



Place : Jaipur For Sharma Naresh & Associates

Date : 24-05-2014 Chartered Accountants

Firm''s Registration Number: 02984C

Naresh Sharma

(Proprietor) Membership No. : 071485

---

Mar 31, 2013

We have audited the accompanying financial statements of BAID LEASING AND FINANCE COMPANY LTD., which comprise the Balance Sheet as at March 31,2013, 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 is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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.

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

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

b) in the case of the Profit and Loss Account, of the profit forthe 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.

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

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

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR''S 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 per the information and explanation given to us the Management has physically verified company''s assets. The programme of verification in our opinion, was reasonable having regard to the size of the company and the nature of its assets. As reported no material discrepancies were noticed on such verification.

(c) The company has not disposed off any plant and machinery affecting its going concern status.

(ii) (a) The inventory has been physically verified during the year by the management at intervals which in ouropinion is reasonable.

(b) In our opinion and according to the explanation given to us, 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) In our opinion the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the nature of company''s business.

(iii) (a) The company has transacted with 10 parties covered in the register maintained under section 301 of the Companies Act, 1956. The transactions are by and large of the nature of current account and payment of lease rent, commission, interest etc. Sum total of the year-end balances of the accounts of all such parties, taken together is Rs. 8.57 lac. (Cr.) and Rs.0.40 lac (Dr.) respectively.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted from the companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The amounts advanced by the company or taken - the company are of the nature of long term loans, wherein no fixed repayment schedule has been stipulated. Clause (iii) (c), to the extent it pertains to repayment of principle, is therefore inapplicable. The said parties however, have been by and large regular in the payment of interest.

(d) In the light of the above, there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge no order has been passed, against the company, under the aforesaid sections, by the Company Law Board.

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

(viii) To the best of our information no cost records have been prescribed for the company by the Central Government under Rules made for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to the company, have been generally regularly deposited with appropriate authorities subject to income-tax where there have been delays in deposit. Such delays however, in our opinion have not been serious.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at for a period of more than six months from the date they became payable.

(x) The company has no accumulated losses. As reflected in the cash flow statement the company has not incurred cash losses during the financial year covered by our audit as well as in its preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution, bank or debenture holders.

(xii) To the best of our information and the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other such securities.

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

(xiv) In our opinion proper records have been maintained of the transactions and contracts entered in to with reference to company''s dealings in shares and securities and timely entries have been made therein. The securities in possession of company have been held either in company''s name or are held with blank transfer forms.

(xv) Company has provided a corporate guarantee to ICICI Bank Ltd. against Rs. 4.75 Cr. financed by said bank to Baid Finance a proprietorship concern of a related party - Mahendra Kumar Baid(HUF).

(xvi) To the best of our information the company has applied the term loan for the purpose for which it was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The company has not made any debenture issue.

(xx) The company has not made any public issue during the period under review.

(xxi) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

Date : 29.05.2013 For Sharma Naresh & Associates

Place : Jaipur Chartered Accoutants

Sd/-

Naresh Sharma (Proprietor)

M.No. 71485

---

Mar 31, 2012

We have audited the Balance Sheet of BAID LEASING AND FINANCE COMPANY LTD. as on 31sl March 2012 and also the Profit & Loss account of the Company 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.

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

As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India under subsection (4A) of Sec. 227 of the Companies Act, 1956, we enclose a statement on the matters specified in paragraph 4 and 5 of the said order as applicable.

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

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

b) In our opinion, proper books of account as required by Law have been kept by the Company, so far as appears from our examination of these books; -

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

d) In our opinion the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to the sub-section (3C) of Section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanation given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956 in manner so required and give a true and fair view:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31" March 2012. And

(ii) In the case of the Profit and Loss Account of the Profit for the year ended on that date.

(iii) In the case of the Cash Flow Statement of the cash flows of the company for the year ended on that date

ANNEXURE TO THE AUDITOR'S 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 per the information and explanation given to us the Management has physically verified company's assets. The programme of verification in our opinion, was reasonable having regard to the size of the company and the nature of its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any plant and machinery affecting its going concern status.

(ii) (a) The inventory has been physically verified during the year by the management at intervals which in our opinion is reasonable.

(b) In our opinion and according to the explanation given to us, 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) In our opinion the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the nature of company's business.

(iii) (a) The company has transacted with 13 parties covered in the register maintained under section 301 of the Companies Act, 1956. The transactions are by and large of the nature of current account and payment of lease rent, commission, interest etc. Sum total of the year end balances of the accounts of all such parties, taken together is Rs. 141.27 lac (Cr.) and Rs. 13.24 lac (Dr.) respectively.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted from the companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The amounts advanced by the company or taken by the company are of the nature of long term loans, wherein no fixed repayment schedule has been stipulated. Clause (iii)(c), to the extent it pertains to repayment of principle, is therefore inapplicable. The said parties however, have been by and large regular in the payment of interest.

- (d) In the light of above fact, there is no overdue amount of loans taken from or granted to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are ad- equate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vi) The company has made arrangement with fellow concerns in similar business for parking of short-term cash surpluses, at prevailing interest. There has been occasional credit balances in the accounts of such concerns.

Subject to the above in our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge no order has been passed, against the company, under the aforesaid sections, by the Company Law Board.

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

(viii) To the best of our information no cost records have been prescribed for the company by the Central Government under Rules made for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to the Company, have been generally regularly deposited with appropriate authorities subject to income-tax where there have been delays in deposit. Such delay however, in our opinion have not been serious.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at for a period of more than six months from the date they became payable .

(x) The company has no accumulated losses. As reflected in the cash flow statement the company has not incurred cash losses during the financial year covered by our audit as well as in its preceding financial year.

(xi) According to the information and explanations given to us, the company has not obtained term loans from the financial institution, bank or debenture holders. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues with regard to the working capital finance it has obtained from its banker.

(xii) To the best of our information the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other such securities.

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

(xiv) In our opinion proper records have been maintained of the transactions and contracts entered in to with reference to company's dealings in shares and securities and timely entries have been made therein. The securities in possession of company have been held either in company' name or are held with blank transfer forms.

(xv) Company has provided a corporate guarantee to Bank of Baroda against term loan and CC facility of Rs. 1 Cr. and Rs. 5 Cr. respectively, provided by said bank to Baid Motors Pvt. Ltd.

(xvi) To the best of our information the company has not taken any term loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term as sets except permanent working capital.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The company has not made any debenture issue.

(xx) The company has not made any public issue during the period under review.

(xxi) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For SHARMA NARESH & ASSOCIATES

Chartered Accountants

Place: JAIPUR

Sd/-

Date : 19/05/2012 (NARESH SHARMA)

PROPRIETOR Membership No. 71485

---

Mar 31, 2010

We have audited the Balance Sheet of BAID LEASING AND FINANCE COMPANY LTD. as on 31st March 2010 and also the Profit & Loss account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India under subsection (4A) of Sec. 227 of the Companies Act, 1956, we enclose a statement on the matters specified in paragraph 4 and 5 of the said order as applicable.

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

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

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

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

d) In our opinion the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to the sub-section (3C) of Section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanation given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956 in manner so required and give a true and fair view:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2010. And

(ii) In the case of the Profit and Loss Account of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred tain 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 per the information and explanation given to us the Management has physically verified companys assets. The programme of verification in our opinion, was reasonable having re- gard to the size of the company and the nature of its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any plant and machinery affecting its going concern status.

(ii) (a) The inventory has been physically verified during the year by the management at intervals which in our opinion is reasonable.

(b) In our opinion and according to the explanation given to us, the procedures of physical verifica- tion 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) In our opinion the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the nature of companys business.

(iii) (a) The company has transacted with 5 parties covered in the register maintained under section 301 of the Companies Act, 1956. The transactions are by and large of the nature of current account and purchase/sale of shares. The year-end balance of the accounts of all such parties, taken together was Rs. 1,63,910/- (Dr.).

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted from the companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The amounts advanced by the company or taken by the company are of the nature of current account transactions, wherein no fixed repayment schedule has been stipulated. Clause (iii)(c), to the extent it pertains to repayment of principle, is therefore inapplicable. The said parties however, have been regular in the payment of interest.

(d) In the light of above fact, there is no overdue amount, of loans taken from or granted to compa- nies, firms or other parties listed in the register maintained under section 301 of the Compa- nies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are ad- equate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vi) The company has made arrangement with fellow concerns in similar business for parking of short-term cash surpluses, at prevailing interest. There has been occasional credit balances in the accounts of such concerns.

Subject to the above in our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. To the best of our knowledge no order has been passed, against the company, under the aforesaid sections, by the Company Law Board.

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

(viii) To the best of our information no cost records have been prescribed for the company by the Central Government under Rules made for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to it, have not generally been regularly depos- ited with appropriate authorities though delays in deposit have not been serious.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at for a period of more than six months from the date they became payable .

(x) The company has no accumulated losses. As reflected in the cash flow statement the company has not incurred cash losses during the financial year covered by our audit as well as in its preceding financial year.

(xi) According to the information and explanations given to us, the company has not obtained term loans from the financial institution, bank or debenture holders. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues with regard to the working capital finance it has obtained from its banker.

(xii) To the best of our information the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other such securities.

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

(xiv) In our opinion proper records have been maintained of the transactions and contracts entered in to with reference to companys dealings in shares and securities and timely entries have been made therein. The securities in possession of company have been held either in companys name or are held with blank transfer forms.

(xv) We have been informed that the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) To the best of our information the company has not taken any term loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term as- sets except permanent working capital.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The company has not made any debenture issue.

(xx) The company has not made any public issue during the period under review.

(xxi) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For SH ARM A NARESH & ASSOCIATES Chartered Accountants

Place: JAIPUR

Sd/- Date : 15-04-2010 (NARESH SHARMA)

PROPRIETOR Membership No. 71485