Auditor Report of Capital India Finance Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of Capital India Finance Limited (hereinafter
referred as "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
Changes in Equity and the Statement of Cash Flows for the
year then ended, and notes to the Standalone Financial
Statements, including a summary of material 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
Standalone Financial Statements give the information
required by the Companies Act, 2013, as amended ("the
Act") in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (''Ind As'') and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, its profit, total
comprehensive income, its cash flows and 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), as specified under Section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the "Auditor''s Responsibilities for the
Audit of the Standalone Financial Statements" section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute

of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on
Standalone Financial Statements.

3. Key Audit Matter

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Standalone Financial Statements for the year
ended March 31, 2025. These matters were addressed
in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description
of how our audit addressed the matter is provided in
that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor''s responsibilities for the audit of the Standalone
Financial Statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the Standalone Financial Statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying Standalone Financial
Statements.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Expected Credit Loss (ECL) on Loans and Advances As at March 31, 2025, the carrying value of loan assets measured at amortized cost, aggregated Rs.91,215.64 Lakhs (net of allowance of ECL of Rs. 1,916.13 Lakhs) constituting approximately 67% of the Company''s total assets. The estimation of ECL on financial instruments involves significant judgement and estimates. As part of our risk assessment, we determined that the allowance for ECL on loan assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes for the financial statements. The elements of estimating ECL which involved increased level of audit focus are the following: a) Data inputs - The application of ECL model requires several data inputs. b) Model estimations - Inherently judgmental models are used to estimate ECL which involves determining Probabilities of Default ("PD"), Loss Given Default ("LGD"), and Exposures at Default ("EAD"). The PD and the LGD are the key drivers of estimation complexity in the ECL and as a result are considered the most significant judgmental aspect of the Company''s modelling approach. c) Qualitative and quantitative factors used in staging the loan assets measured at amortized cost. d) Economic scenarios - Ind AS 109 requires the Company to measure ECLs on an unbiased forward-looking basis reflecting a range of future economic conditions. Significant management judgement is applied in determining the economic scenarios used and the probability weights applied to them. e) Adjustments to model driven ECL results to address emerging trends. Refer Note 6 of the Standalone Financial Statements.	Principal Audit Procedures: • We read and assessed the Company''s accounting policies for impairment of financial assets and their compliance with Ind AS 109 and the governance framework approved by the board of directors pursuant to Reserve Bank of India ("RBI") guidelines issued on March 13, 2020. • Tested the assumptions used for staging of loan portfolio into various categories and default buckets for determining the Probability of Default (PD) and Loss Given Default (LGD) rates. • Assessed the criteria for staging of loans based on their past-due status. Tested samples of performing (Stage 1) loans to assess whether any loss indicators were present requiring them to be classified under stage 2 or 3 as per Ind AS 109. • Tested the arithmetical accuracy of computation of ECL provision performed by the Company. • Assessed the disclosures included in the Ind AS financial statements in respect of expected credit losses with the requirements of Ind AS 107 and 109.
2.	Information technology (IT) systems used in financial reporting process. The Company''s operational and financial processes are dependent on IT systems due to large volume of transactions that are processed daily. We therefore identified IT systems and controls over financial reporting as a key audit matter for the Company.	Principal Audit Procedures: • We obtained an understanding of the Company''s IT control environment relevant to the audit. • We tested the design, implementation and operating effectiveness of the Company''s General IT controls over the key IT systems which are critical to financial reporting. • We also tested key automated and manual controls and logic for system generated reports relevant to the audit that would materially impact the financial statements. • In addition to above, we have also relied on the work of the internal auditors and system auditors.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
3.	Investment in Subsidiaries The Company has equity investments in subsidiaries. The Company accounts for such investments at cost (subject to impairment assessment). The carrying value of investments is assessed for impairment and where applicable, impairment provision is recognized. The accounting for investments is a key audit matter as the determination of recoverable value for impairment assessment involves significant management judgment and estimates such as future expected level of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate, etc. Refer Note 7 of the Standalone financial statements.	Principal Audit Procedures: • We understood the management''s process of evaluating the triggers for impairment, forecasting the future cash flows, evaluation of assumptions and comparison of estimates to externally available industry, economic and financial data, wherever available and necessary. • We assessed that the methodology used by management to estimate the recoverable value of each investment is consistent with accounting standards. • We assessed the assumptions used by the management to determine the recoverable amount of the investment in subsidiaries. • We compared the carrying values of the Company''s investment in these subsidiaries to their respective financial statements which were available with their respective net asset values and fair values and discussed with management about their performance and future outlook.

4. Information other than the Financial Statements
and Auditor''s report thereon

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual report, but does
not include the Consolidated Financial Statements,
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 or 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 such other
information is materially inconsistent with the Financial
Statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.

We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of 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, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133
of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

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

In preparing the Standalone Financial Statements,
Company''s Board of Directors 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.

6. Auditors'' Responsibilities for the Audit of the
Standalone Financial Statements

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

level of assurance but is not a guarantee that an audit
conducted in accordance with Standards on Auditing
(SAs) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
Standalone Financial Statements.

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

i. 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.

ii. Obtain an understanding of internal financial
controls 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 the financial
statements in place and the operating effectiveness
of such controls.

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

iv. 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.

v. 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
Standalone 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 Standalone Financial
Statements for the year ended March 31, 2025 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.

7. Report on Other Legal and Regulatory Requirements

i. 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.

ii. As required by section 143 (3) of the Act, based on
our audit we report that:

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

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

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

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

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 with reference to the
Standalone Financial Statements of the
Company and the operating effectiveness of
such controls, we request you to refer to our
separate Report in "Annexure B" to this report.

g. With respect to the matter to be included in
the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, in
our opinion, and to the best of our information
and according to the explanations given to
us, the managerial remuneration for the year
ended March 31,2025 has been paid / provided
by the Company to its directors in accordance
of provisions of Section 197 read with Schedule
V to the Act.

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

i. The Company does not have any
pending litigations as at 31 March 2025
on its financial position in its standalone
financial statements

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

iii. There 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 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 [Refer Note 50 (a)]
to Standalone Financial Statements);

(b) The Management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("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 [Refer Note 50 (b)]
to Standalone Financial Statements); and

(c) Based on such 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. As stated in Note 30 to the Standalone
Financial Statements, the Board of Directors
of the Company has proposed final dividend

for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on our examination which include test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail

(edit log) facility and same has operated for all
relevant transactions recorded in the software.
Further, during the course of our audit we did
not come across any instance of audit trail
feature being tampered with.

Further audit trail has been preserved by the company as
per the statutory requirements for record retention and
during the course of our audit we did not come across any
instance of audit trail feature being tampered with.

For V. Sankar Aiyar & Co.,

Chartered Accountants
Firm Registration No.: 109208W

S. Nagabushanam

Partner

Place: Mumbai Membership No. 107022

Date: May 14, 2025 UDIN: 25107022BMLYSB3418

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Mar 31, 2024

The Members of Capital India Finance Limited

Report on the Audit of Standalone Financial Statements1. Opinion

We have audited the accompanying Standalone Financial Statements of Capital India Finance Limited (hereinafter referred as "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 Changes in Equity and the Statement of Cash Flows 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 Standalone Financial Statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (''Ind As'') and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit, total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards

are further described in the "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on Standalone Financial Statements.

3. Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Expected Credit Loss (ECL) on Loans and Advances As at March 31, 2024, the carrying value of loan assets measured at amortized cost, aggregated INR 87,208.53 Lakhs (net of allowance of ECL of INR 1,914.21 Lakhs) constituting approximately 70% of the Company''s total assets. The estimation of ECL on financial instruments involves significant judgement and estimates. As part of our risk assessment, we determined that the allowance for ECL on loan assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes for the financial statements.	Our Audit Approach: Our audit approach was a combination of test of internal controls and substantive procedures which included the following: a) testing the design and effectiveness of internal controls over the following: • key controls over the completeness and accuracy of the key inputs, data and assumptions into the Ind AS 109 impairment models.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
	The elements of estimating ECL which involved		• key controls over the application of the staging
	increased level of audit focus are the following:		criteria consistent with the definitions applied in
	a) Data inputs - The application of ECL model requires several data inputs.		accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors.
	b) Model estimations - Inherently judgemental models are used to estimate ECL which involves determining Probabilities of Default ("PD"), Loss Given Default ("LGD"), and Exposures at Default ("EAD"). The PD and the LGD are the key drivers of		• management''s controls over authorisation and calculation of post model adjustments and management overlays to the output of the ECL model.
	estimation complexity in the ECL and as a result	b)	Also, for a sample of ECL allowance on loan
	are considered the most significant judgmental		assets tested:
	aspect of the Company''s modelling approach.		• we test checked over key inputs, data and
	c) Qualitative and quantitative factors used		assumptions impacting ECL calculations to assess
	in staging the loan assets measured at		the completeness, accuracy and relevance of
	amortized cost.		data; and
	d) Economic scenarios - Ind AS 109 requires the		• we tested the mathematical accuracy and
	Company to measure ECLs on an unbiased		computation of the allowances by using the same
	forward-looking basis reflecting a range of future		input data used by the Company.
	economic conditions. Significant management judgement is applied in determining the economic scenarios used and the probability weights applied to them.	c)	evaluated the adequacy of the adjustment after stressing the inputs used in determining the output as per the ECL Model, including management overlays.
	e) Adjustments to model driven ECL results to address emerging trends.	d)	evaluated the management judgement, governance process and review controls and discussed the process and assumptions for identification of provisioning for
	Refer Note 6 of the Standalone Financial Statements.		ECL on loans with senior management including Chief Executive Officer, Chief Financial Officer and Head of Credit and Risk.
		e)	assessed the updated model methodology by evaluating the changes for models which were changed or updated during the year.
		f)	assessed the disclosures included in the Financial
			Statements in respect of expected credit losses.
2.	Information Technology (IT) Systems and	Our Audit Approach:
	Controls	Our audit approach was a combination of test of internal
	The Company''s key financial information is highly	controls and substantive procedures which included
	dependent on the automated controls over the	the following:
	Company''s information systems, such that there exists a risk that gaps in the IT general control	General IT controls design, observation and operation:
	environment could result in a misstatement of	•	tested key controls operating over the information
	the financial accounting and reporting records.		technology in relation to financial information, including
	Accordingly, we have considered user access		system access and system change management,
	management, segregation of duties and controls		program development and computer operations.
	over system change over key financial accounting and reporting systems, as a key audit matter.	User access controls operation:
		•	obtained management''s evaluation of the access rights granted to applications relevant to financial accounting and reporting systems and tested resolution of a sample of expectations.
		•	assessed the operating effectiveness of controls over granting, removal and appropriateness of access rights.

Sr. Key audit matters No.	How our audit addressed the key audit matter
	Application controls:
	• tested the design and operating effectiveness of
	automated controls critical to financial accounting and reporting.
	• tested the design and operating effectiveness of
	compensating controls for any identified deficiencies and where necessary, extended the scope of our substantive audit procedure.
	• considered the reports issued by the professional
	consultants with respect to Information Systems (IS) Audit and IT Infrastructure of the Company.

4. Information other than the Financial Statements and Auditor''s report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Consolidated Financial Statements, 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 or 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 such other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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

In preparing the Standalone Financial Statements, Company''s Board of Directors 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.

6. Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

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

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

i. 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.

ii. Obtain an understanding of internal financial controls 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 the financial statements in place and the operating effectiveness of such controls.

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

iv. 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.

v. 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 Standalone 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 Standalone Financial Statements for the year ended March 31, 2024 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.

7. Report on Other Legal and Regulatory Requirements

i. 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.

ii. As required by section 143 (3) of the Act, based on our audit we report that:

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

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

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

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

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 with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, we request you to refer to our separate Report in "Annexure B" to this report.

g. With respect to the matter to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, in our opinion, and to the best of our information and according to the explanations given to us, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company to its directors in accordance of provisions of Section 197 read with Schedule V to the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements;

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

iii. There 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 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 (Refer Note 50 to Standalone Financial Statements);

(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("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 (Refer Note 50 to Standalone Financial Statements); and

(c) Based on such 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. As stated in Note 30 to the Standalone Financial Statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

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

For Singhi & Co.

Chartered Accountants Firm Registration No.: 302049E

Milind Agal

Partner

Place: Mumbai Membership No. 123314

Date: May 22, 2024 UDIN: 24123314BKBZVQ2443

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Mar 31, 2023

1. Opinion

We have audited the accompanying Standalone Financial Statements of Capital India Finance Limited (hereinafter referred as "the Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows 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 Standalone Financial Statements give the information required by the Companies Act, 2013, as amended ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (''Ind As'') and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, its profit, total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.

2. Basis for Opinion

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

3. Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the year ended March 31, 2023. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Expected Credit Loss (ECL) on Loans and Advances As at March 31, 2023, the carrying value of loan assets measured at amortized cost, aggregated Rs. 91,716.22 Lakhs (net of allowance of ECL of Rs. 1,749.60 Lakhs) constituting approximately 72% of the Company''s total assets. The estimation of ECL on financial instruments involves significant judgement and estimates. As part of our risk assessment, we determined that the allowance for ECL on loan assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes for the financial statements. The elements of estimating ECL which involved increased level of audit focus are the following: a) Data inputs - The application of ECL model requires several data inputs. b) Model estimations - Inherently judgmental models are used to estimate ECL which involves determining Probabilities of Default ("PD”), Loss Given Default ("LGD”), and Exposures at Default ("EAD”). The pD and the LGD are the key drivers of estimation complexity in the ECL and as a result are considered the most significant judgmental aspect of the Company''s modelling approach. c) Qualitative and quantitative factors used in staging the loan assets measured at amortized cost.	Our Audit Approach: Our audit approach was a combination of test of internal controls and substantive procedures which included the following: a) testing the design and effectiveness of internal controls over the following: > key controls over the completeness and accuracy of the key inputs, data and assumptions into the Ind AS 109 impairment models. > key controls over the application of the staging criteria consistent with the definitions applied in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors. > management''s controls over authorisation and calculation of post model adjustments and management overlays to the output of the ECL model. b) Also, for a sample of ECL allowance on loan assets tested: > we test checked over key inputs, data and assumptions impacting ECL calculations to assess the completeness, accuracy and relevance of data; and > we tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. c) evaluated the adequacy of the adjustment after stressing the inputs used in determining the output as per the ECL Model, including management overlays.

	d) Economic scenarios - Ind AS 109 requires the Company to measure ECLs on an unbiased forward-looking basis reflecting a range of future economic conditions. Significant management judgement is applied in determining the economic scenarios used and the probability weights applied to them. e) Adjustments to model driven ECL results to address emerging trends. Refer Note 6 of the Standalone Financial Statements.	d) evaluated the management judgement, governance process and review controls and discussed the process and assumptions for identification of provisioning for ECL on loans with senior management including Chief Executive Officer, Chief Financial Officer and Head of Credit and Risk e) assessed the updated model methodology by evaluating the changes for models which were changed or updated during the year. f) assessed the disclosures included in the Financial Statements in respect of expected credit losses.
2.	Information Technology (IT) Systems and Controls The Company''s key financial information is highly dependent on the automated controls over the Company''s information systems, such that there exists a risk that gaps in the IT general control environment could result in a misstatement of the financial accounting and reporting records. Accordingly, we have considered user access management, segregation of duties and controls over system change over key financial accounting and reporting systems, as a key audit matter.	Our Audit Approach: Our audit approach was a combination of test of internal controls and substantive procedures which included the following: General IT controls design, observation and operation: > tested key controls operating over the information technology in relation to financial information, including system access and system change management, program development and computer operations. User access controls operation: > obtained management''s evaluation of the access rights granted to applications relevant to financial accounting and reporting systems and tested resolution of a sample of expectations. > assessed the operating effectiveness of controls over granting, removal and appropriateness of access rights. Application controls: > tested the design and operating effectiveness of automated controls critical to financial accounting and reporting. > tested the design and operating effectiveness of compensating controls for any identified deficiencies and where necessary, extended the scope of our substantive audit procedure. > considered the reports issued by the professional consultants with respect to Information Systems (IS) Audit and IT Infrastructure of the Company

4. Information other than the Financial Statements and Auditor''s report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Consolidated Financial Statements, 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 or 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 such other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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

In preparing the Standalone Financial Statements, Company''s Board of Directors 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.

6. Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

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

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

i. 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.

ii. Obtain an understanding of internal financial controls 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 the financial statements in place and the operating effectiveness of such controls.

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

iv. 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.

v. 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 Standalone 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 Standalone Financial Statements for the year ended March 31, 2023 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.

7. Report on Other Legal and Regulatory Requirements

i. 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.

ii. As required by section 143 (3) of the Act, based on our audit we report that:

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

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

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

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

e. On the basis of written representations received from the directors as on March 31, 2023, taken on record by the Board

of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, we request you to refer to our separate Report in "Annexure B” to this report.

g. With respect to the matter to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, in our opinion, and to the best of our information and according to the explanations given to us, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance of provisions of Section 197 read with Schedule V to the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements.

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

iii. There 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 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 (Refer Note 14A (c) to Standalone Financial Statements);

(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("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 (Refer Note 14A (c) to Standalone Financial Statements); and

(c) Based on such 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. As stated in Note 30 to the Standalone Financial Statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f April 1, 2023, reporting under this clause is not applicable.

For Singhi & Co.

Chartered Accountants Firm Registration No.: 302049E

Milind Agal

Partner

Place: Mumbai Membership No. 123314

Date: April 28, 2023 UDIN:23123314BGWIHV7167

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Mar 31, 2015

We have audited the accompanying financial statements of Bhilwara Tex-Fin Limited, which comprise the Balance Sheet as at March 31, 2015, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS' RESPONSIBILITY

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

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

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

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

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

OPINION

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 (the Order) issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act, 2013.

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

(i) There is no pending litigation which would have its impact on financial statement of the company.

(ii) The Company has made provision, where ever required as required under the applicable law or accounting standards, for material foreseeable losses, if any, on the long term contract and company has not entered in any derivative contracts under audit.

(iii) There are no amounts required to be transfer to the Investor Education and Protection Fund by the company.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Bhilwara Tex-Fin Limited, for the year Ended 31st March, 2015. We report that:

S.No. Particulars Auditors Remark

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

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

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

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

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

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

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

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

(iv) is there an adequate internal control system commensurate with the Yes, There are no size of the company and the nature of its weaknesses in business. Whether there is internal a continuing failure to correct major control weaknesses in internal control. system.

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

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

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

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

(c) whether the amount required to be No amount is transferred to investor required to education and protection fund in accordance be transfer. with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

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



(ix) Whether the company has defaulted NA, as the company in repayment of dues to a does not have any financial institution or bank or loan from bank or debenture holders? If yes, the financial period and amount of default to institution or be reported; debenture holders.

(x) whether the company has given No, the Company has not any guarantee for loans taken by provided guarantee of others from bank or financial any type of loans taken institutions, the terms and by others. conditions whereof are prejudicial to the interest of the company;



(xi) whether term loans were applied The company has not for the purpose for which the obtained any term loan. loans were obtained;

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

For Nagar Goel & Chawla Chartered Accountants Firm Regn No.:- 009933N

Sd/- Dharmender Singhal (Partner) Place: New Delhi M. No.: 515984 Date: May 23, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Bhilwara Tex-Fin 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 on 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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, 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 the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on other legal and regulatory requirements:

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

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

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

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

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

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

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 Companies Act, 1956.

(Annexure) (Referred to in paragraph 1 of the Our Report on Other Legal and Regulatory Requirements) Re: Bhilwara Tex-Fin Limited

i. (a) The Company does not own any fixed assets. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

ii. (a) The Company does not own any inventory. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(e) During the year, the company has not taken loans from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (a) above.

(g) Not applicable in view of (a) above.

iv. In our opinion and according to the information and explanation given to us there is adequate internal control system commensurate with the size of the company and the nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

v. (a) Not applicable (b) Not applicable

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975. vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. viii. The company is not required to maintain the cost records under clause (d) of sub section (1) of section 209 of the Act.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax, wealth tax, service tax, custom duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, wealth tax, service tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institutions or bank.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and to the best of our information and according to the explanation provided to us by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company. The shares, debenture and other securities have been held by the company in its own name except to the extent exemption under section 49 of the Act.

xv. According to the information and explanation provided to us, the Company has not provided guarantee of any type of loans taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made preferential allotments of shares to parties covered in the register maintained under section 301 of the Act.

xix. The company has not issued debenture of any type during the financial year.

xx. The Company has not raised any money through public issue during the period covered by our audit.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.

For Nagar Goel & Chawla Chartered Accountants Firm Regn No.:- 009933N

Sd/- Dharmender Singhal Partner M. No.: 515984

Place: New Delhi Date: May 30, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Bhilwara Tex-Fin Limited ("the company") which companies the Balance sheet as at March 31,2013, and the statement of Profit and Loss and Cash Flow for the Statement of year then ended and a summary of Significant accounting policies and other explanatory information.

Management''s responsibility on Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial performance in accordance with the Accordance with the standards referred to in section flows of the the Companies Act, 1956 ("the Act") of section 211 of and maintenance of internal control relevant to the design implementation financial statements that give a true and fair preparation and presentation of the weather due to fraud or free from material misstatement,

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 charred Accountants of India Those Standards require that we comply faith ethical requirements and plan and perform the audit to obtain the financial statements are free material misstatement.

statement whether due to fraud or error In statement of the financial considers internal conium relevant to the To assessments, the auditor financial statements Potion of the circumstances, An audit as fondue, Procedures. that are appropriate in the used and the reasonableness of the account estimate the auditor policies used and the evaluating the overall presentation made management, as well as evidence we opinion to provide basis for our audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2033;

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date, Report on other legal and regulatory requirements:

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

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

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

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

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

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

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

(Referred to in paragraph 1 of the our Report on other and Regulatory Requirements)

Bhilwara Tex-Fin Limited i. (a) The Company does not own any fixed assets. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

ii. (a) The Company does not own any inventory. Hence this clause becomes inapplicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(c) During the year, the company has not taken loans from the parties covered in the :

register maintained under section 30] of the Companies Act, 1956.

(f) Not applicable in view of (a) above.

(g) Not applicable in view of (a) above. :

iv. In our opinion and according to the information and explanation given to us there is I adequate internal] control system commensurate with the size of the company and the ; nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

v. (a) Not applicable

(b) Not applicable

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 5KAA of The Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

viii, The company is not required to maintain the cost records under clause (d) of sub section (1) of section 209 of the Act,

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax, wealth tax, service tax, custom duly, cess : and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, wealth tax, service tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable, ;

(c) According to the records of the company, there are no dues of Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on I account of any dispute,

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth, The company has not incurred cash losses during the financial year : and in immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institutions or bank.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the ;

basis of security by way of pledge of shares, debentures and other securities,

xiii. In our opinion and to the best of our information and according to the explanation if provided to us by the management, we are of the opinion that the company is neither a of Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements top of Clause 4 (xiii) of the order do not apply to the company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, I debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the } Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company. The shares, debenture and other securities have been held he the. company in IP its own name except to the extent exemption under section 49 of the Act.

xv. According to the information and explanation provided to us, the Company has not in provided guarantee of any type of loans taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. I Hence, comments under the clause are not called for.

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

iii. The Company has not made preferential allotments of shares to parties covered in the register maintained under section 301 of the Act.

xix. The company has not issued debenture of any type during the financial year.

xx. The Company has not raised any money through public issue during the period covered by our audit.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company leas been I noticed.

For Nagar Goel & Chawla

Chartered Accounts

Firm Regn No.:009933N

Decpak Nagar

(Partner)

M. No.: 087456

Place: New Delhi

Date; May 30,2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Bhilwara Tex-Fin Limited as at 31st March 2012, the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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 disclosers in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order 2003, as amended by the companies (Auditor’s Report) (Amendment) Order, 2004 (together the ‘Order’) issued by the Central Govt. of India in terms of the section (4A) of section 227 of the Companies Act, 1956, of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Subject to above and further to our comment in the Annexure referred to above, we report that:

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

ii. In our opinion, proper books of account as required by law have been kept by the company as far as appears from our examination of those books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

v. On the basis of the written representations received from the Directors, and taken on the records by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in the terms of Clause (g) of Sub-section (1) of Section274 of the companies Act, 1956.

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

a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2012;

b) in the case of the profit and loss account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITOR’S REPORT FOR THE YEAR ENDED 31ST MARCH 2012

Re: Bhilwara Tex-Fin Ltd.

1 (a) The Company does not own any fixed assets. Hence, this clause becomes in applicable.

(b)Not applicable in view of (a) above.

(c) Not applicable in view of (b) above.

2 (a) The Company does not own any inventory. Hence, this clause becomes in applicable.

(b) Not applicable in view of (a) above.

(a) Not applicable in view of (a) above.

3 (a) The company has not given loans to any parties covered in the register maintained under section 301 of the Companies' Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above

(d) Not applicable in view of (a) above

(e) During the year, company has not taken loans from party covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (e) above

(g) Not applicable in view of (e) above

4 In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

5. (a) Not applicable.

(b) Not applicable.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

8. The Company is not required to maintain the cost records under clause (d) of sub section (1) of Section 209 of the Act.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, custom tax/wealth tax, excise duty/cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institution or banks.

12. The company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

14. The company is maintaining proper records for all transaction related to dealing or trading in shares, securities, debentures and other investments. Timely entries have also been made in the said record. The shares, debentures and other securities have been held by the company in its own name except to the extent exemption u/s 49 of the Act.

15. According to the information and explanation given to us, the Company has not provided guarantee of any type for loan taken by others.

16. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

17. According to the information and explanation given to us, the fund raised by the company on long term basis has not been applied for short term purpose.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

19. The Company has not issued debenture of any type during the financial year.

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

21. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.



For Nagar Goel & Chawla Chartered Accountants Firm Regn.No: 009933N

Sd/- (Deepak Nagar) Partner M.No: 087456 Place: New Delhi Date : 27.08.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Bhilwara Tex-Fin Limited as at 31st March 2010, the Profit & Loss Account and Cash Flow Statement 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 audits.

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 disclosers in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, as amended by the companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Govt, of India in terms of the section (4A) of section 227 of the Companies Act, 1956, of India (the Act) and on the basis of such checks of the books and records of the company as we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Subject to above and further to our comment in the Annexure referred to above, we report that:

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

ii) In our opinion, proper books of account as required by law have been kept by the company as far as appears from our examination of those books.

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

v) On the basis of the written representations received from the Directors, and taken on the records by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in the terms of Clause (g) of Sub-section (1) of Section274 of the companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting

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

b) In the case of Profit & Loss Account of the Loss for the year ended 31 st March 2010.

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

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED 31st MARCH 2010 Re: Bhilwara Tex-Fin Ltd.

i. (a) The Company does not own any fixed assets. Hence, this clause is not applicable. (b)Not applicable in view of (a) above. (c) Not applicable in view of (b) above. ii. (a) The Company does not own any fixed assets. Hence, this clause is not applicable.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

iii. (a) The company has not given loans to any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Not applicable in view of (a) above.

(c) Not applicable in view of (a) above.

(d) Not applicable in view of (a) above.

(e) During the year, company has not taken loans from party covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of (e) above.

(g) Not applicable in view of (e) above.

iv. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to the sale of shares. During the courses of our audit, no major weakness has been noticed in the internal controls.

v. (a) Based upon the audit procedures applied by us and according to the information and explanation given to us, we are of the opinion, that the company has not made any transaction that required to be entered into the register maintained under section 301 of the Act, 1956.

(b) Not applicable in view of (a) above.

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

viii. The Company is not required to maintain the cost records under clause (d) of sub section (1) of Section 209 of the Act.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, custom tax / wealth tax, excise duty / cess which have not been deposited on account of any dispute.

x. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses of Rs. 86,980/-during the financial year covered by our audit and Rs 265,404/- in the immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not availed any loan or credit from financial institution or banks.

xii. The company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi / mutual benefit society. Hence, in our opinion, the requirements of Clause 4 (xiii) of the order do not apply to the company.

xiv. The company is maintaining proper records for all transaction related to dealing or trading in shares, securities, debentures and other investments. Timely entries have also been made in the said record. The shares, debentures and other securities have been held by the company in its own name except to the extent exemption u/s 49 of the Act.

xv. According to the information and explanation given to us, the Company has not provided guarantee of any type for loan taken by others.

xvi. According to the records of the company, the company has not obtained any term loan. Hence, comments under the clause are not called for.

xvii. According to the information and explanation given to us, the fund raised by the company on long term basis has not been applied for short term purpose.

xviii. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

xix. The Company has not issued debenture of any type during the financial year.

xx. The company has not raised any money by public issue during the financial year.

xxi. Based on our examination of the books and records of the company and according to the information and explanation given to us, no fraud on or by the company has been noticed.

For Nagar Goel & Chawla

Chartered Accountants

Sd/-

Place : New Delhi (Deepak Nagar)

Dated : 4th September 2010 Partner

Membership No.:- 87456