Auditor Report of CMX Holdings Ltd.

Mar 31, 2025

We have audited the financial statements of CMX Holdings Limited (Formerly Known as SIEL
Financial Services Limited) (“the Company”), which comprise the balance sheet as at March 31, 2025,
and the statement of profit and loss (including other comprehensive income), statement of changes in
equity and statement of cash flows for the year ended March 31, 2025, and notes to the financial
statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except
for the effects of the matters described in the ‘Basis for Qualified Opinion’ section of our report,
aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’) in the
manner so required and give a true and fair view in confonnity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, and its loss including
other comprehensive income, changes in equity and its cash flows for the year ended on that date
(hereinafter referred to as the “financial statements”).

Basis for Qualified Opinion

*c ''.li u h'' zl for it i''.''i i I''.''.

a. Note 1 8 to the financial statements that Company is not allowed to carry Non-Banking
Financial Business due to rejection of its application by the Reserve Bank. However, presently
the operations of the Company are restricted to income from services.

b. Colifirination/ reconciliation of amount payable of Rs.36,587.61 thousand disclosed as interest
free, long - term unsecured borro» inss is not recei ed/ provided, made available for audit.
Further terms and conditions of such loans outstanding are also not made available. In the
absence of same, we are unable to comment on possible effects of the items stated above on tlie
fin.an r i.o1 st.menu ents .a nd i nvala1e tn dn .ai i<4 it jai‘r>l’ atltlieii 1i<_ ilj c''f s tit li (url;inct.

c. Note 1 8 to the financial statements which indicates that Company has suffered a net loss of
Rs. 2,522.49 thousand for the year ended March 31, 2025, resulting in accumulated loss of

P s 1 7b b** thr>^ s an> •s run th a* ate 1 i h h • •r m plUe1)a *r ned the net *. or th of the

Corn pony. Fuillicl, as on N(ai cIt 31, z0z-'', tlie CuNlpaiiy''s c ui i cut liabilities c. cccdcd its
current assets by Rs.21,095.71 thousand.

The Company had been reporting negative operating cash flows for few years which have also
contributed to constraints of working capital. These conditions have resulted in an acute
working capital deficit and have cast material uncertainty on the functioning of the Company.

As stated by the management of the Company, the accounts of the Company have been
prepared on a "going concern” basis as the management is hopeful that adequate finance and
opportunities would be available in the foreseeable future to enable the Company to start

operating on a profitable basis. In view of the above, the accounts of the Company have been
prepared on a going concern basis and do not include any adjustments relating to the
recoverability and classification of recorded assets amounts or to amounts or classification of
liabilities that may be necessary if the Company is unable to continue as going concern.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs are further described in the auditor''s
responsibilities for the audit of the financial statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibil ities 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 qualified audit opinion
on the financial statements.

Key .tudit Alnttci s

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for the financial year ended March 31, 2025. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. In addition to the matter described
in the ‘Basis for Qualified Opinion’ section we have determined that there are no key audit matters to
communicate in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon”

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

Our opinion on the financial statements does not cover the other information and we will not express
any form of assurance conclusion thereon. In connection with our audit of the financial statements, our
responsibility is to read the other information identified above when it becomes available and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and describe actions applicable
ulider the applicable laws and regulations.

Responsibilities of the Management and those charged with Governance for the 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 financial statements that give a true and fair view of its financial
position, its financial performance including other comprehensive income, changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the oinpany and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgements and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going

concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Tire ooard of Directors are aiso responsihie for overseeing the Company’s Financial reporting process.
Auditoi ’s Responsibilities for tlie Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
tlint arc appropriatc in thc circumstances. Under section 143(3)(i) of the Act,

We are also responsible for expressing our opinion on whether the Company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness of
such controls.

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentntion.

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.

\Vo olso provide tho3c chorgcd u''ith gox''ci nance with a ,slalriiiri if flint w< Irave ct>iuJil ieethical requirements regarding independence, and to communicate with them all relationships and other
mutters flint muy rcosonably bc thought to bear on out indepciidciicc, and where applicable, related
safeguards.

1 rom the matters comm unicatcil w ilh Ih<>se t:harged with governance, we determine those matters that
war e of iiiost significance in the audit of the financial statements of the current period and are therefore
11i- 1.v; mud it iiiattui o. \\''u duuui ibu tliuuo ii iuttci u lii our uudltoi’''I fcpoi I uii less la w or i cpu lamer i
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The Financial Statements of the Company for tlie year ended March 31, 2024 were audited by
predecessor auditor ot’the company where they hnd cxprcsscd a modified opinion vide tlieii’ i''eport
dated May 28, 2024 on such Finonciol Statements

Orlr opinion is not iiiodificd in respect of abovu inaitcr.

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 j of section 143 of the Act, and on the basis of
such checks of books and records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the “Annexure A” a statement on tlie
matters specified in paragraphs 3 and 4 of the Order.

9 A s required by Section 143(3) of the .4ct, we report that:

(a“) K''c have sou@lit arid except lot the mtntCr9 dcscribcd in tlie l3asis for Qualified DpiiHon
paragraph, obtained all tlie information and explanations which to the best o1‘ our knowledge
aiid belief were necessary for tlie purposes of our audit;

(b) Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion
and for the matters stated in paragraph 2(i)(vi) below on reporting under Rule I l(g) of the
Companies (Audit and Auditors) Rules, 2014; 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 the statement of 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 account;

(d) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph
above, in our opinion, the atoresaid tinancial statements comply with the lndinn Accounting
Standards specified under Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may
have an adver.se effect on the functioning of the C''ompany;

(t) ''I he mndilicotions re lating to the maintenance of accounts and other matter s coiiiiuctcd
the1''ewitli ai‘c as stated in the paragraph 2(b) above on reporting under Section 143(3)(bj of the
Act arid par agrapli 2(j)(vi) below on reporting under Rule 1 1(g) of the companies (Audit and
A uv)itwi o) Rules, 20M,

(g) Gn :hc basis of t!ic *a riiien reprcscntaiions i cceiveii fi oie il:c clirccli>r.s d nil Ida cti t>ti red card by
the Board of Directors, none ot’ the dif8GtOfs Is disquolificd ns on Xlorch 31, 2025 front bcing
appointed as a director in terms of Section 164 (2) of the Act;

(h) With respect to the adequacy of the internal financial controls with reference to financial
statements and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B” to this report. Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial controls with reference to tlie
financial statements.

(i) In our opinion, the Company has not paid any managerial remuneration to its directors.
Accordingly, reporting requirement with the respect to the provisions of section 197 read with
Schedule V to tlie Act is not applicable to the Company.

(j) With respert tn tlie nther mutters tn he inc lunch in the A diditor’i P.vport in accordance v, ith
Rule 11 of tlie Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to
the best of oiir 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. Thcre were no aiiiounts which wei e Iequii cd tu be tiatisferred to the Investor Education
and Pr

(a) The management has represented thnt, to tlio best of it3 ldisclosed In the note 31 to tlie tlnancial statements, no funds have been advanced or
loanod or in> oOtcd (citlicl from boli ou''cd funds or slim pt minus or «my oilier su ui ccc
or kind of funds) by the company to or in any other person(s) or cntity(ics), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, other
than as disclosed in the note 31 to the financial statements, no funds have been

received by the company from any person(s) or entity(ies), including foreign entities
(“Funding Pai''ties ’), w itli the understanding, whether recorded in writing or otherwise,
that the company shall, whether, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Bnced on such nudit proooduron thot >.''oro oon3idcrcd rcfi3GIlAi>lc mls a}>}>l i*i}>l ifalc iii
the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Basea on our examination which inciudeci test checks anCompany has i ited oo,eriiinting snftworr^ frir m sinta inin p its books of acc*int, wh ich did not
havo n fonturo of rooording nudit trnil (cdit log) facility’ tllriiugliout the <«i for 11 icl< v nt
transactions recorded in the accounting software,

For S. K. MEHTA & CO.

Chartered Accountants

Firm''s Registration No. 000478N

Sd/-

Jyoti Bagga

Pnrtncr

Membership No. 087002

UDIN: 25087002BMILJE1785

Place: New Flelhi
Date: May 05, 2025

---

Mar 31, 2024

We have audited the financial statements of CMX Holdings Limited (Formerly Known as SIEL

Financial Services Limited) (“the Company”), which comprise the balance sheet as at March 31, 2024, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year ended March 31, 2024, and notes to the financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the ''Basis for Qualified Opinion'' section of our report, aforesaid financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date (hereinafter referred to as the “financial statements”).

Basis for Qualified Opinion

We draw attention to:

a. The Company is not allowed tocarry Non-Banking Financial Business due torejection of its application by theReserveBank.However, presentlytheoperationsof the Companyare restricted to realization ofdebtors and advances and interest income on investments.

b. Note 20 in the financial statements which indicates that the Company has incurred a net loss of Rs.Rs.1796.84thousand for the year ended March 31,2024 resulting in accumulated loss of Rs. 2,34,644.72 thousand(excluding capital reserve and general reserve) as on that date which has completely eroded the net worth of the Company. Further, as on March 31,2024, the Company current liabilities exceeded its current assets by Rs 18,324.18 thousand. The Company had been reporting negative operating cash flows from last few years which have also contributed to constraints of working capital. These conditions have resulted into acute working capitaldeficitand have cast material uncertainty on the functioning of the Company.

As stated by the management, the accounts of the Company have been prepared on a “going concern” basis as the management is hopeful that adequate finance and opportunities would be available in the foreseeable future to enable the Company to start operating on a profitable basis. In view of the above, the accounts of the Company have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded assets amounts or to amounts or classification of liabilities that may be necessary if the Company is unable to continue as going concern (Refer note 20 to the financial statements).

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the ''Basis for Qualified Opinion'' section we have determined that there are no key audit matters to communicate in our report.

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

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

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

Responsibilities of the Management for the Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high l evel 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 thesefinancial statements.

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

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

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

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

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

• Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements 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 paragraphs 3 and 4 of the Order.

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

(a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) Except for the matter(s) described in the Basis for Qualified Opinion paragraph, in our opinion and for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those booksin electronic mode has been kept on server physically located in India;

(c) The balance sheet, the statement of profit and loss including the statement of 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 account;

(d) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(j)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

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

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

(i) In our opinion, the Company has not paid any managerial remuneration to its directors.Accordingly, reporting requirement with the respect to theprovisions of section 197 read with Schedule V to the Act is not applicable to the Company.

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

(a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 34to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the note 34to the financial statements, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide an y guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that were 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 (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks and information given to us, the Company has used accounting software for maintaining its books of account, which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective software, hence we are unable to comment on audit trail feature of the said software.

For S.S. KOTHARI MEHTA & CO. LLP

Chartered Accountants

Firm''s Registration No. 000756N/N500441

Sd/-

AMIT GOEL

Partner

Membership No. 500607

Place: Gurugram

Date: May 28, 2024

UDIN: 24500607BKEIWS4554

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Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred 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 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 of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 qualified audit opinion.

Basis for Qualified Opinion

(i) The 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 were due for redemption on 12th January, 2007. As per Section 55 of the Companies Act, 2013 (in read with Section 80 of the earlier applicable Companies Act, 1956), as applicable, such preference shares shall be redeemed either out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption. The Company has yet not created Capital Redemption Reserve due to insufficient profits, required for the redemption of 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 on 12th January, 2007 nor it redeemed the same by issuing fresh capital as per applicable new promulgated Section 55 of the Companies Act, 2013 (in read with Section 80 of the earlier applicable Companies Act, 1956). In view of above, there is contravention of Section 55 of the Companies Act, 2013. The same has also been explained in Note-1(vii) to the financial statements.

(ii)We have analyzed following factors :-

(a) The Company is not carrying on any business from considerable time due to paucity of funds. The operations of the Company are restricted to realization of debtors or advances. Besides, the Company has invested its surplus deposits with banks which are yielding interest income. There is no employee in the company.

(b) Reserve Bank of India has already rejected the Non Banking Financial Companies (NBFC) License and is Company accordingly is not allowed to carry Non Banking Financial Business; and

(c) The Company incurred a net loss of Rs. 3,58,693/- for the year ended 31st March, 2015 (Previous year Rs. 3,39,013/-) and accumulated loss as on 31st March, 2015 stands to Rs. 22,34,09,218/-(Previous year Rs. 22,30,50,525/-). As on 31st March, 2015, the Company's current liabilities exceeded its current assets by Rs. 1,48,02,721/- (Previous year Rs. 1,44,72,916/-) and its total liabilities exceeded to its total assets by Rs. 3,71,79,323/ - (Previous year Rs. 3,68,20,630/-). In view of these, the Company had been reporting negative operating cash flows for few years which have also contributed to constraints of working capital. These conditions have resulted into acute working capital deficit & have casted material uncertainty on functioning of Company.

As stated by the management the accounts of the company have been prepared on a "going concern" basis on an assumption & premises made by the management that adequate finances and opportunities would be available in the foreseeable future to enable the company to start operating on a profitable basis. In view of the above, the accounts of the Company have been prepared on a going concern basis. Refer Note-18.

Appropriateness of the "going concern basis" is dependent on the ability of the company to generate adequate finances to meet its obligations and to operate profitably which in our opinion after considering aforesaid factors indicate material uncertainty which further raises significant and substantial doubt on the ability of the Company to continue as a going concern and therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. If the Company is treated not to be a going concern, then the valuation of assets has to be not merely on the basis of historical cost less depreciation or impairment but at a value which the assets would fetch, if the same are lower than the value presently shown. The Company has not attempted to assess the realizable value of the assets and therefore financial results for the year ended 31st March, 2015 have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to amounts or classification of liabilities that may be necessary if the Company is unable to continue as a going concern.

Qualified Opinion

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

Emphasis of Matter

We draw your attention to Note No-17 to the financial statements on Contingent Liability for non-payment of Cumulative Preference Dividend of Rs 6,28,20,000. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the 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.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except for the matters described in the Basis for Qualified Opinion paragraph;

b. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. The going concern matter described in sub-paragraph (ii) under the qualified opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 of the Companies Act, 2013.

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, 2015, in our opinion and to the best of our information and according to the explanations given to us :-

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph (1) of our report on other legal and regulatory requirements of Independent Auditor's Report of even date)

Annexure referred to in paragraph (1) of the report on other legal and regulatory requirements of Independent Auditor's Report to the members of Siel Financial Services Limited on the financial statements for the year ended March 31, 2015

1) In respect of Fixed Assets:- a) The company has maintained records showing full particulars including quantitative details and situation of fixed assets.

b) These fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

2) In respect of Inventories:

a) During the year, the inventories comprising of shares, debentures and other securities have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory of shares, debentures and other securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the records of inventories of shares, debentures and other securities, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) The Company has not granted loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013,

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

5) The company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India, the provisions of section 73 to 76 of the Companies Act, 2013 and rules framed under are not applicable during the year ended 31st March, 2015.

6) According to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 148 of the Companies Act, 2013, in respect of business carried out by the Company.

7) In respect of statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, 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. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us and the records of the company produced before us, there were no dues in respect of Sales Tax, Income-tax, Custom Duty, Wealth Tax, Excise Duty, and Cess as at March 31, 2015, which have not been deposited on account of a dispute and pending before appropriate authorities.

c) There is no amount which is required to be transferred to investor education and protection fund in accordance with relevant provisions of the Companies Act, 1956 and rules there-under.

8) The accumulated losses at the end of the financial year exceed 50% of its net worth and the Company has incurred cash loss during the financial year covered by our audit. During the preceding financial year ending 31st March, 2014 also, Company incurred cash loss.

9) The company has not taken any loan or advances from any financial institution or bank so this clause is not applicable and no need to comment on the same.

10) The company has not given any guarantee for loans taken by others from bank or financial institutions and therefore rest of the sub-clause is inapplicable and has not been commented upon.

11) According to the information and explanations given to us and on an overall examination of the books of accounts of the company, we report that no term loan was taken during the year ended 31st March, 2015. Accordingly rest of the clause is not applicable on the company and has not been commented upon.

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

For V Sahai Tripathi & Co. Chartered Accountants

Firm's Registration Number : 000262N

(Manish Mohan) Place : New Delhi Partner

Dated : 29th May, 2015 Membership No. 91607

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that 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. W e 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 entity''s preparation and fair presentation of the financial statements 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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.

Basis for Qualified Opinion

(i) The 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 were due for redemption on 12* January, 2007. As per Section 80 of the Companies Act, 1956, as applicable, such preference shares shall be redeemed either out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption. The Company has not created Capital Redemption Reserve due to insufficient profits, required for the redemption of 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 on 12* January, 2007 nor it redeemed the same by issuing fresh capital. In view of above, there is contravention of Section 80 of the Companies Act, 1956. The same has also been explained in Note-1 (vii) to the financial statements. In view of this non compliance, company & every officer of the company is in default as perthe provisions of Companies Act, 1956.

(ii) We have analyzed following factors :-

(a) The accounts of the company have been prepared on a "going concern" basis on an assumption & premises made by the management that adequate finances and opportunities would be available in the foreseeable future to enable the company to start operating on a profitable basis which Company is stating from so many year''s without providing concrete plan to revive the Company. The Company is not carrying on any business due to paucity of funds. The operations of the Company are restricted to realization of debtors or advances. Besides, the Company has invested its surplus deposits with banks which are yielding interest income;

(b) Reserve Bank of India has already rejected the Non Banking Financial Companies (NBFC) License and is Company accordingly is not allowed to carry Non Banking Financial Business; and

(c) The Net Worth of the Company has been eroded completely as the Accumulated deficit of the Company as at 31* March, 2014 stood at Rs. 22,30,50,525 (Previous year Rs.22,27,11,512) as compared to Share Capital and Reserve and Surplus of Rs(.3,68,20,630) (Previous year Rs.(3,64,81,617)) as on that date.

As aforesaid, the accounts have been compiled by the management on the basis of going concern as stated in Note Number-17, however after considering aforesaid factors, in our opinion the continuity of the Company as a Going Concern is doubtful. If the Company is treated not to be a going concern, then the valuation of assets has to be not merely on the basis of historical cost less depreciation but at a value which the assets would have fetched, if such values were to be lower than the value presently shown. The Company has not attempted to assess the realizable value of the assets and therefore, we are unable to express ouropinion on the impact on the accounts.

AUDITORS''REPORT

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 loss for the year ended on that date; and

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

Emphasis of Matter

We draw your attention to Note No-16 to the financial statements on Contingent Liability for non-payment of Cumulative Preference Dividend of Rs 5,91,70,000. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b. except for the matter described in the Basis for Qualified Opinion paragraph, 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. except for the effects of the matter described in the Basis for Qualified Opinion paragraph and Emphasis of matter paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

1) In respectof Fixed Assets :-

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

(b) We are informed that a major portion of fixed assets, other than assets given on lease has been verified by the management in accordance with phased program of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and nature of its fixed assets.

(c) During the yearthe Company has not disposed off or retired orwritten off any substantial assets.

2) In respect of Inventories:

a) During the financial year ending 31-March-2014, there were no Inventories maintained by the Company, except inventories comprising of shares, debentures.

b) During the year, the inventories comprising of shares, debentures and other securities have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

d) On the basis of our examination of the records of inventories, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) According to the information and explanations given to us, the company has taken unsecured loans/Inter Corporate Deposit from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year- end balances of such advance aggregates to Rs. 365.88 lacs which is same in both the cases.

(b) No interest is payable to Holding Company on the amount of Loan. This Loan is Interest Free. The other terms and conditions of loan taken by the company are prima-facie not prejudicial to the interest of the company.

(c) Company is not required to pay interest on the unsecured loan as it is interest free.

(d) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any unsecured loan(s) to any party, firms or Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) Accordingly, the rest of the sub-clauses are not applicable to the Company during the reporting period ending 31 -March-2014.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases and sales of stocks of shares and purchase of fixed assets. There is no sale of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system.

5. ln respect of transactions covered under Section 301 of the Companies Act, 1956:-

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

b. However, no transaction covered under Section 301 of the Companies Act, 1956, have been entered during the year ending 31-March-2014. Accordingly the rest of the clause is not applicable.

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58Aand 58AAor any other relevant provisions of the Companies Act, 1956 to the extent applicable with regard to the deposits accepted from the public. As per the information and explanations given to us, no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India, any other court or any other tribunal with regard to fixed deposits.

7. The company does not have an average annual turnover exceeding five wore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, nor the paid up capital & reserves of the Company are more than Rs 50 Lacs. Since the company a listed entity it is mandatory for the Company to conduct Internal Audit commensurate with its size and nature of business. No Internal Audit as mandated by this clause has been conducted by the management of the Company since insignificant volume of work and accordingly, we are unable to comment on the same.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

9. In respectof statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including income Tax and other material statutory dues as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues where outstanding as at 31 * March, 2014 for a period of more then six months from the date of becoming payable.

(b) According to the information and explanations given to us and the records of the company produced before us, there were no dues in respect of Sales Tax, Income-tax, Custom Duty, Wealth Tax, Excise Duty, and Cess as at March 31,2014, which have not been deposited on account of a dispute and pending before appropriate authorities.

10. According to the records of the company, the Company''s accumulated losses are in excess of fifty percent of the net worth of the company. The company has incurred cash losses during the financial yearended March 31,2014 as well as during the financial year ending 31st March, 2013(after excluding the balances written off of Rs 642,864).

11. The Company has no borrowings from financial institutions, banks, or debenture holders. Therefore there is no default in repayment of dues.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities. Accordingly, clause 4(xii) of the order is not applicable.

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

14. According to the information and explanations given to us, the Company is dealing or trading in shares, securities, debentures. Company has maintained proper records of the transactions and contracts and timely entries been made therein. The shares, securities, debentures and other long- term investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, clause 4(xv) of the order is not applicable.

16. In our opinion and based on the information and explanation given to us, no term loans were borrowed during the year and consequently, the provisions of clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

17. According to the information and explanation given to us, the Company has not raised any funds on short-term basis. All assets have been funded by shareholder''s funds.

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

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

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

For V. Sahai Tripathi &Co. Chartered Accountants Firm''s Registration Number: 000262N

(Manish Mohan) Place: New Delhi Partner Dated: 28th May, 2014 Membership No. 91607

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Basis for Qualified Opinion

The 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 were due for redemption on 12* January, 2007. As per Section 80 of the Companies Act, 1956, such preference shares shall be redeemed either out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption. The Company has not created Capital Redemption Reserve due to insufficient profits, required for the redemption of 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 on 1T January, 2007 nor it redeemed the same by issuing fresh capital. Preference Shares cannot be issued for the tenure of more than 10 years and aforesaid Preferences Shares are already outstanding for redemption beyond ten years which is not in line with Section 80 of the Companies Act, 1956. The same has been explained in Note-1 (vii) to the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 loss for the year ended on that date; and

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

Emphasis of Matter

We draw your attention to Note No-17 to the financial statements indicating that the accounts of the company have been prepared on the basis that the company is a going concern although the ability of the company to continue its operation in the foreseeable future is dependent on the improvement of the related market conditions and financial position of the company. Our opinion is not qualified in respect of this matter.

We draw your attention to Note No-16 to the financial statements on Contingent Liability for non-payment of Cumulative Preference Dividend of Rs 5,55,20,000. Our opinion is not qualified in respect of this matter.

We draw attention to Note 1(vii) to the financial statement which describes the uncertainty, related to the outcome of the non compliance of Section 80 of the Companies Act, f956 where the company, and every office of the company is in default. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b. except for the matter described in the Basis for Qualified Opinion paragraph, 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 ofaccount;

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

e. on the basis of written representations received from the directors as on March 31,2013, 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.

ANNEXURE TO THE AUDITORS'' REPORT

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

Annexure referred to in paragraph (3) of Auditor''s Report to the members of Siel Financial Services Limited on the financial statements for the year ended March SI, 2013

1. In respect of Fixed Assets :-

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

(b) We are informed that a major portion of fixed assets, other than assets given on lease has been verified by the management in accordance with phased program of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and nature of its fixed assets.

(c) During the year the Company has not disposed off or retired or written off any substantial assets.

2. In respect of Inventories:

a) During the financial year ending 31-March-2013, there were no Inventories maintained by the Company, except inventories comprising of shares.

b) During the year, the inventories comprising of shares have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

d) On the basis of our examination of the records of inventories, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained undersection 301 of the Companies Act, 1956:-

(a) According to the information and explanations given to us, the company has taken unsecured loans/Inter Corporate Deposit from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balances of such advance aggregates to Rs. 365.88 lacs which is same in both the cases.

(b) No interest is payable to Holding Company on the amount of Loan. This Loan is Interest Free. The other terms and conditions of loan taken by the company are prima-facie not prejudicial to the interest of the company.

(c) Company is not required to pay interest on the unsecured loan as it is interestfree.

(d) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any unsecured loan(s) to any party, firms or Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) Accordingly, the rest of the sub-clauses are not applicable to the Company during the reporting period ending 31 -March-2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases and sales of stocks of shares and purchase of fixed assets. There is no sale of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system.

5. lnrespectoftransactionscoveredunderSection301 of the Companies Act, 1956:-

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

b. However, no transaction covered under Section 301 of the Companies Act, 1956, have been entered during the year ending 31-March-2013. Accordingly the rest of the clause is not applicable.

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58Aand 58AA or any other relevant provisions of the Companies Act, 1956 to the extent applicable with regard to the deposits accepted from the public. As per the information and explanations given to us, no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India, any other court or any other tribunal with regard to fixed deposits.

7. The company does not have an average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, however the paid up capital & reserves of the Company are more than Rs 50 Lacs. Considering the volume of work, the internal control, system is commensurate with its size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d)oftheCompaniesAct, 1956.

9. In respect of statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including Income Tax and other material statutory dues as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues where outstanding as at 31" March, 2013 for a period of more then six months from the date of becoming payable.

(b) According to the information and explanations given to us and the records of the company produced before us, there were no dues in respect of Sales Tax, Income-tax, Custom Duty, Wealth Tax, Excise Duty, and Cess as at March 31,2013, which have not been deposited on account of a dispute and pending before appropriate authorities

10. According to the records of the company, the Company''s accumulated losses are in excess of fifty percent of the net worth of the company. The company has incurred cash losses (after excluding the balances written off of Rs 642,864) during the financial year ended March 31,2013 as well as during the financial year ending 31st March, 2012.

11. The Company has no borrowings from financial institutions, banks, or debenture holders. Accordingly the clause is not applicable to the Company.

12. The Company has not granted loans and advances on the basis of security byway of pledge of shares and other securities. Accordingly, clause 4(xii) of the order is not applicable.

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

14. According to the information and explanations given to us, during the year, the company has not entered into any transactions of dealing or trading in shares, securities, debentures and other investments. Shares and securities already held as stock in trade, have been held by the company in its name.

The shares and securities, debentures and other long-term investments which have been held by Company as Long-Term Investments, have been held by the company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, clause 4(xv) of the order is not applicable.

16. In our opinion and based on the information and explanation given to us, no term loans were borrowed during the year and consequently, the provisions of clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

17. According to the information and explanation given to us, the Company has not raised any funds on short-term basis. All assets have been funded by shareholder''s funds.

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

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money byway of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

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



For V. Sahai Tripathi &Co.

Chartered Accountants

Firm''s Registration Number: 000262N



(Manish Mohan)

Place : New Delhi Partner

Dated : 28" May, 2013 Membership No. 91607

---

Mar 31, 2012

1. We have audited the attached balance sheet of Siel Financial Services Limited as at March 31,2012 and also the statement of profit & loss account and cash flow statement 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.

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

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act,

1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Attention is invited to Note 1 indicating that the accounts of the company have been prepared on the basis that the company is a going concern although the ability of the company to continue its operation in the foreseeable future is dependent on the improvement of the related market conditions and financial position of the company.

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

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

(b) Subject to our remarks in paragraph (f) below, 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 the books. ,

(c) The company's balance sheet and statement of profit & loss account dealt with by this report are in agreement with the books of accounts.

(d) In our opinion the balance sheet, statement of profit & loss account and cash flow statement of the company dealt with by this report comply with mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by all the Directors of the company and the information and explanations duly certified given to us by the company none of the Directors of the company has prima facie any disqualification as referred to in clause (g) of sub-section (1) to section 274 of the Companies Act, 1956.

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

0 Note 4A indicating that no provision has been made for interest amounting to Rs. 229.09 lacs (including Rs. 210.25 lacs upto March 31,2011) payable on an intercorporate deposit for the reasons stated in that note. Had such provision been made, the loss for the year would have been higher by Rs. 18.84 lacs (loss for the year ended March 31,2011 would have been higher by Rs. 18.84 lacs) and the debit balance carried forward in the profit and loss account would have been higher by Rs. 229.09 lacs (including Rs. 210.25 lacs up to March 31,2011).

D Note-1 (vii) on non creation of Capital Redemption Reserve dueto insufficient profits, required for the redemption of 5% Cumulative Redeemable Preference Shares of Rs 7,30,00,000 on 1f January, 2007 and Note No-16 on Contingent Liability for non payment of Cumulative Preference Dividend ofRs 5,18,70,000.

The matters referred to in paragraphs 4 and 5 (f) above, to the extent covered here above.

Subject to above,:

i) In the case of the balance sheet of the state of affairs of the company as at March 31,2012; and 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 AUDITORS' REPORT

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

Annexure referred to in paragraph (3) of Auditor's Report to the members ofSiei Financial Services Limited on the financial statements for the

year ended March 31,2012

1) In respect of Fixed Assets :-

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

(b) We are informed that a major portion of fixed assets, other than assets given on lease has been verified by the management in accordance - with phased program of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and nature of its fixed assets.

(c) During the year the Company has not disposed off or retired or written off any substantial assets.

2) In respect of Inventories:

a) During the financial year ending 31 -March-2012, there were no Inventories maintained by the Company, except inventories comprising of shares, debentures.

b) During the year, the inventories comprising of shares, debentures and other securities have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us, the procedures forphysical verification of inventory followed by . the management were reasonable and adequate in relation to the size of the company and the nature of its business.

d) On the basis of our examination of the records of inventories, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) According to the information and explanations given to us, the company has taken unsecured loans/inter Corporate Deposit from one company covered in the register maintained under section 301 of the Companies Act, 1956. This company is its holding company. One step down subsidiary reported in the previous year has been disposed by the holding company and accordingly no longer a step down subsidiary of its hold holding company. The maximum amount involved during the year and the year-end balances of such advance aggregates to Rs. 365.88 lacs which is same in both the cases.

(b) No interest is payable to Holding Company on the amount of Loan. This Loan is Interest Free. The other terms and conditions of loan taken by the company are prima-facie not prejudicial to the interest of the company.

(c) Company is not regular in payment of principal amount to its holding company.

(d) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any unsecured loan(s) to any party, firms or Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(e) Accordingly, the rest of the sub-clauses are not applicable to the Company during the reporting period ending 31 -March-2012.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases and sales of stocks of shares and purchase of fixed assets. There is no sale of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:-

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

b. However, no transaction covered under Section 301 of the Companies Act, 1956, have been entered during the year ending 31-March- 2012. Accordingly the rest of the clause is not applicable.

6. 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 or any other relevant provisions of the Companies Act, 1956 to the extent applicable with regard to the deposits accepted from the public. As per the information and explanations given to us, no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India, any other court or any other tribunal with regard to fixed deposits.

7. The company does not have an average annual turnover exceeding five crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, however the paid up capital & reserves of the Company are more than Rs 50 Lacs. The company did not have an internal audit system during the year ended 31" March, 2012. However considering the volume of work, the internal control, system is commensurate with its size and nature of its business.

8. According to the information and explanations given to us. the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

9. In respect of statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including Income Tax and other material statutory dues as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31“ March, 2012 for a period of more then six months from the date of becoming payable.

(b) According to the information and explanations given to us and the records of the company produced before us, there were no dues in respect of sales tax, Income-tax, Custom Duty, Wealth Tax, Excise Duty, and Cess as at March 31, 2012, which have not been deposited on account of a dispute and pending before appropriate authorities.

10. According to the records of the company, the Company's accumulated losses are in excess of fifty percent of the net worth of the company. The company has incurred cash losses during the financial year ended March 31,2012 as well as during the financial year ending 31” March. 2011.

11. The Company has no borrowings from financial institutions, banks, or debenture holders. Therefore there is no default in-repayment of dues.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities. Accordingly, clause 4(xii) of the order is not applicable.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable. However, the shares, securities, debentures and other long-term investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has noi given any guarantee for loans taken by others from banks orfinancial institutions during the year. Accordingly, clause 4(xv) of the order is not applicable.

16. In our opinion and based on the information and explanation given to us, no term loans were borrowed during the year and consequently, the provisions of clause 4 (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

17. According to the information and explanation given to us, the Company has not raised any funds on short-term basis. All assets have been funded by shareholder's funds.

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

19. The company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The company has not raised any money byway of public issue during the year. Accordingly, clause 4(xx) of the order is not applicable.

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

ForV.Sahai Tripathi &Co. Chartered Accountants Firm's Registration Number: 000262N

(Manish Mohan)

Place : New Delhi Partner

Dated :30th May, 2012 Membership No. 91607