Auditor Report of UVS Hospitality and Services Ltd.

Mar 31, 2025

We have audited the accompanying IND AS Standalone financial statements of UVS Hospitality and
Services Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and
the Statement of changes in Equity for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid IND AS Standalone financial statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribe under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025:

i. In the case of the balance sheet of the state of affairs of the company as at 31^st March 2025

ii. In the case of the statement of profit and loss for the year ended on that date

iii. In the case of the total comprehensive income

iv. In the case of the statement of cash flow for the year ended on that date

v. In the case of the statement of changes in equity for the year ended on that date

Basis for Opinion:

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

Information Other than the Standalone financial statements and Auditor''s Report Thereon:

The Company''s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board''s

Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance
and Shareholder''s Information, but does not include the Standalone financial statements and our
auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we required to report that fact.

“We have nothing to report in this regard.”

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 including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the IND AS
and other accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act. This responsibility also includes the maintenance of adequate
accounting records in accordance with the provision of the Act for safeguarding of the assets of the
Company and for preventing and detecting the 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 control, 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 statement, 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 responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone financial statement:

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in
the financial statements. The procedure selected depend on the auditor''s judgment, including the
assessment of the risk of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor consider internal financial control relevant to the
company''s preparation of the financial statement that give true and fair view, in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal financial controls system, over financial
reporting and 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

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

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

b) 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 Companies Act 2013, we are
also responsible for expressing our opinion on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2020 issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure (''Annexure A'') a
statement on the matters specified in 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 purposes of our audit

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

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the
Cash Flow Statement and statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
"Annexure B”

g) With respect to other matters to be included in the Auditor''s Report in accordance with the
requirement of Section 197(16) of the Act, as amended, the company has paid managerial
remuneration within limit prescribed under section 197(16) of the Act.

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

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

ii. In our opinion and as per the information and explanation provides to us, the Company has
not entered into any long-term contracts including derivative contracts, requiring provision
under applicable laws or accounting standards for material foreseeable losses and

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

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

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

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

v. The Company has not declared and paid any dividend during the year and accordingly
compliance of Section 123 of Act is not applicable.

i. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023. Based on our examination which includes test check and
information given to us, the company has used accounting software''s for maintaining its books
of accounts, which did not have feature of recording audit trail (edit log) facility throughout

the year for all relevant transactions recorded in the respective software or did not enable the
feature, hence we are unable to comment of audit trail feature of the said software.

3. With respect to the matter to be included in the Auditors'' Report under Section 197(16):

In our opinion and according to the information and explanations give to us, the remuneration
paid by the company to its directors during the current year is in accordance with the provisions
of Section 197 of the Act. The remuneration, paid to any director is not in excess of the limit laid
down under; section 197of the Act. The Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) which, are required to be commented upon by us.

FOR TDK & CO.

CHARTERED ACCOUNTANTS

CA Nilanj Shah
(Partner)

M. No.: 121057

FRN: 109804W

Place: Mumbai

Date: 30/05/2025

UDIN: 25121057BMJHRB8458

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Mar 31, 2024

Thirdwave Financial Intermediaries LimitedReport on the IND AS Standalone Financial StatementsOpinion:

We have audited the accompanying IND AS Standalone financial statements of Thirdwave Financial Intermediaries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND AS Standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribe under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024:

i. In the case of the balance sheet of the state of affairs of the company as at 31^st March 2024

ii. In the case of the statement of profit and loss for the year ended on that date

iii. In the case of the statement of cash flow for the year ended on that date

iv. In the case of the statement of changes in equity for the year ended on that date

Basis for Opinion:

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

Information Other than the Standalone financial statements and Auditor’s Report Thereon:

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the Standalone financial statements and our auditor’s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the

assets of the Company and for preventing and detecting the 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 control, 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 statement, 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 responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone financial statement:

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal financial control relevant to the company’s preparation of the financial statement that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system, over financial reporting and 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

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

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

b) 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 Companies Act 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure (‘Annexure A’) a statement on the matters specified in 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 purposes of our audit

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

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”

g) With respect to other matters to be included in the Auditor’s Report in accordance with the requirement of Section 197(16) of the Act, as amended, the company has not paid any managerial remuneration during the year.

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

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

ii. In our opinion and as per the information and explanation provides to us, the Company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards for material foreseeable losses and

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

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

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

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

v. The Company has not declared and paid any dividend during the year and accordingly compliance of Section 123 of Act is not applicable.

3. With respect to the matter to be included in the Auditors'' Report under Section 197(16):

in our opinion and according to the information and explanations give to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration, paid to any director is not in excess of the limit laid down under; section 197of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which, are required to be commented upon by us.

For T D K & Co.Chartered Accountants Firm registration no. 109804WNeelanj Shah PartnerMembership No.: 121057 UDIN: 24121057BKEC0S3069Place: Mumbai Date: 30.05.2024

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED, which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss Account and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 211of the Companies Act, 1956 ("the Act"). The 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 misstatements, whether due to fraud or error.

Auditors'' 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 misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend upon 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 the 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 to our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

1. In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2014.

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

3. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement on matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the Company.

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

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

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

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the applicable accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

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

ANNEXURE TO THE AUDITORS'' REPORT

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

b. The assets have been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification.

c. In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

2. a. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company has not granted or taken any loans, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clauses 4 (iii) of the Order are not applicable.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods. During the course of our audit we have not observed any major weakness in internal control.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year which need to be entered into a register in in terms of section 301 of the Act.

6. The Company has not accepted any deposits from public within the meaning of Sec 58A & 58AA of the Act and the rules framed there under during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2014 for a period of more than six months from the date they become payable. According to the information and explanations given to us particulars of dues of Income Tax as at 31st March, 2014 which has not been deposited on account of dispute is as follows:

Nature of Nature of Amount (in INR) Period for Forum where statute dues which the the dispute amount relates is pending

Income Tax Act, Income Tax Rs. 1,00,747/- 2006-07 Commissioner 1961 of Income Tax

There are no disputed dues on account of income tax, sales tax, wealth tax, custom duty, excise duty and cess.

10. The company does have accumulated losses and incurred losses during the current year as well as immediately preceding financial year.

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, guaranteed under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

18. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

20. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

21. In our opinion and according to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported.

Place : Kolkata For B K Tibrewal & Associates Dated : 29th day of May, 2014 Firm''s Registration No - 322783E Chartered Accountants

(B. K. TIBREWAL) Proprietor Mem No - 053582

---

Mar 31, 2013

Report on Financial Statements

We have audited the accompanying Financial Statements of M/s. THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED, which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss Account and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 211of the Companies Act, 1956 ("the Act"). The 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 misstatements, whether due to fraud or error.

Auditors'' 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 misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend upon 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 the 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 to our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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 :

1. In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2013.

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

3. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement on matters specified in paragraphs 4 & 5 of the said order to the extent applicable to the Company.

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

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

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

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the applicable accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on the Balance Sheet date from being appointed as a director in terms of Sec 274(1)(g) 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 Account read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

ANNEXURE TO THE AUDITORS'' REPORT

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

b. The assets have been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification.

c. In our opinion, the Company has not disposed off the substantial part of fixed assets during the year, which would affect the going concern status of the Company.

2. a. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company has not granted or taken any loans, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clauses 4 (iii) of the Order are not applicable.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods. During the course of our audit we have not observed any major weakness in internal control.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year which need to be entered into a register in in terms of section 301 of the Act.

6. The Company has not accepted any deposits from public within the meaning of Sec 58A & 58AA of the Act and the rules framed there under during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2013 for a period of more than six months from the date they become payable. According to the information and explanations given to us particulars of dues of Income Tax as at 31st March, 2013 which has not been deposited on account of dispute is as follows :

Nature of statute Nature of dues Amount (in INR) Period for which Forum where the the amount dispute is pending relates

Income Tax Act, Income Tax Rs. 1,00,747/- 2006-07 Commissi oner of 1961 Income Tax

There are no disputed dues on account of income tax, sales tax, wealth tax, custom duty, excise duty and cess.

10. The company does have accumulated losses and incurred losses during the current year as well as immediately preceding financial year .

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, guaranteed under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

18. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

20. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

21. In our opinion and according to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported.



Place : Kolkata For B K Tibrewal & Associates

Firm''s Registration No - 322783E

Dated : 29th day of May, 2013 Chartered Accountants

B K TIBREWAL

Proprietor

Mem No - 053582

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED, as at 31st March, 2012 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Other Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement of matters specified in paragraphs 4 & 5 of the said order.

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

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

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

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the basis of information given and written representations received from the Directors, we report that none of the Directors is disqualified as on the Balance Sheet date from being appointed as a director in terms of Sec 274(l)(g) 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 Account read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view

1. In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2012.

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

3. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The assets have been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification. No fixed assets have been revalued dining the year.

2. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management, are reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company has not granted or taken any loans, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year which need to be entered into a register in pursuance of section 301 of the Act.

6. The Company has not accepted any deposits from public during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(l)(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident find, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2012 for a period of more than six months from the date they become payable. According to the information and explanations given to us there are no disputed dues on account of income tax, sales tax, wealth tax, custom duty, excise duty and cess.

10. The company does not have accumulated losses.

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company lias not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, guaranteed under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

18. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

19. The Company has never issued any debenture.

20. The Company has not raised any money by public issue during the year.

21. To the best of our knowledge and belief and 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.

Place : Kolkata For B K Tibrewal & Associates

Dated : 29th day of June, 2012 Chartered Accountants B K TIBREWAL

Proprietor

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED, as at 31st March, 2011 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Other Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement of matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred t6o 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) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books of the company.

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the basis of information given and written representations received from the Directors, we report that none of the Directors is disqualified as on the Balance Sheet date from being appointed as a director in terms of Sec 274(1)(g) 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 Account read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :- 1. In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011.

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The assets have been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification. No fixed assets have been revalued during the year.

2. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management, are reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company has not granted or taken any loans, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year which need to be entered into a register in persuance of section 301 of the Act.

6. The Company has not accepted any deposits from public during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2011 for a period of more than six months from the date they become payable. According to the information and explanations given to us there are no disputed dues on account of income tax, sales tax, wealth tax, custom duty, excise duty and cess.

10. The company does not have accumulated losses.

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, guaranteed under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

18. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The Company has never issued any debenture.

20. The Company has not raised any money by public issue during the year.

21. To the best of our knowledge and belief and 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 B K Tibrewal & Associates Chartered Accountants

B K TIBREWAL Proprietor

Place : Kolkata Dated : 31st day of May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED, as at 31st March, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Other Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement of matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred t6o 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) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books of the company.

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act 1956.

e) On the basis of information given and written representations received from the Directors, we report that none of the Directors is disqualified as on the Balance Sheet date from being appointed as a director in terms of Sec 274(1 )(g) 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 Account read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

1. In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010.

2. In the case of Profit and Loss Account of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The assets have been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification. No fixed assets have been revalued during the year.

2. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us. the procedure of physical verification of inventories followed by the management, are reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us. the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company lias not granted or taken any loans, secured or unsecured, to/from Companies. Firms or other parties covered in the register maintained under section 301 of the Companies Act. 1956.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year which need to be entered into a register in persuance of section 301 of the Act.

6. The Company has not accepted any deposits from public during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2010 for a period of more than six months from the date they become payable. According to the information and explanations given to us there are no disputed dues on account of income tax, sales tax. wealth tax, custom duty, excise duty and cess.

10. The company does not have accumulated losses.

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year vmder audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, guaranteed under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

18. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The Company has never issued any debenture.

20. The Company has not raised any money by public issue during the year.

21. To the best of our knowledge and belief and 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.



Place : Kolkata For B K Tibrewal & Associates

Dated : 31st day of May, 2010 Chartered Accountants

(B K TIBREWAL)

Proprietor

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s. THIRD WAVE FINANCIAL INTERMEDIARIES LIMITED, as at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Other Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227(4 A) of the Companies Act, 1956, we enclose in the Annexure a statement of matters specified in paragraphs 4 & 5 of the said order to the extent applicable.

Further to our comments in the Annexure referred t6o 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) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books of the company.

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

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

e) On the basis of information given and written representations received from the Directors, we report that none of the Directors is disqualified as on the Balance Sheet date from being appointed as a director in terms of Sec 274(l)(g) 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 Account read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

1. In the case of Balance Sheet of the state of affairs of the Company as at 31 st March, 2009, and

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The assets has been physically verified by the management at reasonable frequency. To the best of our knowledge no material discrepancy has been noticed on verification. No fixed asset has been disposed off during the year.

2. The stock in trade and stock of shares and other securities have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business, hi our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and no discrepancy have been noticed.

3. The Company has not granted or taken any loans, secured or unsecured, to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion, the company has adequate internal control procedure commensurate with the size and nature of business of the company, for purchase of inventory & fixed assets and for the sale of goods.

5. To the best of our knowledge and belief and to the best of our information and explanations given to us, there is no transaction exceeding the value of five lakh rupees in respect of and party during the financial year, which need to be entered into a register in persuance of section 301 of the Act

6. The Company has not accepted any deposits from public during the year.

7. According to the information and explanations given to us, presently the company has no internal audit system.

8. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records u/s 209(l)(d) of the Companies Act, 1956 for any products of the Company.

9. According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees estate insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues, if any applicable to it. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2009 for a period of more than six months from the date they become payable. According to the information and explanations given to us there are no disputed dues on account of income tax, sales tax, wealth tax, custom duty, excise duty and cess.

10. The company has accumulated losses at the end of the financial year and exceeded than 50% of its net worth. The company has incurred cash losses during the financial year under audit but not in the financial year immediately preceding such financial year.

11. The company has not taken any amount from a financial institution or bank or debenture holders.

12. According to the information and explanations given to us, the Company has not guaranteed any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

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

14. The Company have been dealing in shares and debentures and in our opinion, proper records have been maintained and timely entries have been made therein of the transactions and contracts entered into and accordingly to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year. lb. -Hie bompany Has not taken any term loans during the year.

17. The Company has not raised any fund during the year. Therefore, the provisions of clause 4(xvii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

18. The Company has not made any allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The Company has never issued any debenture.

20. The Company has not raised any money by public issues during the year.

21. To the best of our knowledge and belief and 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.

Place : Kolkata For B K Tibrewal & Associates

Dated : 31st day of July, 2009 Chartered Accountants

SD/- (B K TIBREWAL)

Proprietor