Auditor Report of SI Capital & Financial Services Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of S.I. CAPITAL & FINANCIAL
SERVICES LIMITED (the company), which comprise the Balance Sheet as at 31^st March 2025, the Statement of Profit
and Loss (Including Other Comprehensive Income), Statement of changes in equity and Statement of Cash Flow for the
year ended and notes to financial statement including a summary of significant accounting policies and other explanatory
information (herein referred to as “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 31^st March
2025, its profit including other comprehensive income, change in equity and its cash flow for the year ended on that
date.

Basis for Opinion of the Financial Statement

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s 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 standalone financial statements under the provisions of the Companies Act,
2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion on the financial statements.

Key Audit Matters

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

1. Provision for Expected Credit Losses (ECL) on Loans

Management estimates impairment provision using Expected Credit loss model for the loan exposure. Measurement of
loan impairment involves application of significant judgement by the management. The most significant judgements
are:

Timely identification and classification of the impaired loans, and

Determination of probability of defaults (PD) and estimation of loss given defaults (LGD) based on the value of
collaterals and relevant factors.

The estimation of Expected Credit Loss (ECL) on financial instruments involves significant judgements and estimates.
Following are points with increased level of audit focus: Classification of assets to stage 1, 2, or 3 using criteria in
accordance with Ind AS 109; Accounting interpretations, modelling assumptions and data used to build and run the
models; Measurement of individual borrowers’ provisions assessment of multiple economic scenarios.

The disclosures made in the financial statements for ECL especially in relation to judgements and estimates by the
Management in determination of the ECL. Refer note 43 to the standalone financial statements.

Principle Audit Procedures:

We evaluated the design and operating effectiveness of controls across the processes relevant to ECL. These controls,
among others, included controls over the allocation of assets into stages including management’s monitoring of
stage effectiveness, model monitoring including the need for post model adjustments, model validation, credit
monitoring, individual/collective provisions and production of journal entries and disclosures. We tested the
completeness of loans included in the Expected Credit Loss calculations as of 31 March 2025. We tested assets in
stage 1, 2 and 3 on sample basis to verify that they were allocated to the appropriate stage. For samples of
exposure, we tested the appropriateness of determining Exposure at Default (EAD), PD and LGD. We performed
an overall assessment of the ECL provision levels at each stage to determine if they were reasonable considering
the Company’s portfolio, risk profile, credit risk management practices and the macroeconomic environment. We
assessed the adequacy and appropriate.

We assessed the adequacy and appropriateness of disclosures in compliance with the Ind AS 107 in relation to ECL
especially in relation to judgements used in estimation of ECL provision.

Information other than the financial statements and auditor’s report thereon

The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the standalone financial statements and our auditors''
report thereon.

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

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

When we read the other information included in the above reports, if we conclude that there is material misstatement
therein, we are required to communicate the matter to those charged with governance and determine the actions
under the applicable laws and regulations. We have nothing to report in this regard for the previous financial year.

Management’s Responsibility for the standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view
of the financial position and financial performance including other comprehensive income, cash flows and changes in
equity of the company in accordance with Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the 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, management is responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the company or to cease operations, or has no

realistic alternative but to do so.

The board of directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s 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 SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also.

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial control with
reference to standalone financial statements in place and the operating effectiveness of the such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on company’s ability to continue as going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ 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.

• 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 standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1) As required by Companies (Auditors Report) Order, 2020, issued by the Government of India in terms of sub¬
section 11 of section 143 of the Companies Act 2013 we give in the Annexure- “A”, a statement on the matters
specified in the paragraphs 3 and 4 of the order.

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

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

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

c) The Balance Sheet, The Statement of Profit and Loss including other comprehensive income, Statement of
changes in Equity and Statement of cash flow dealt with by this report are in agreement with the books of
account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015 as amended.

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

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

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the Company to its directors during the year is
in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, 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 on its financial position in its financials.

ii) The company did not have any long-term contract 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) The management has represented that, to the best of its knowledge and belief, other than as disclosed
in the notes to the accounts,

(a) 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; and

(b) 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.

(c) Based on audit procedures carried out by us, that we have considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (a) and (b) contain any material misstatement.

i) The company has not declared or paid any dividends during the year and accordingly reporting on the
compliance with section 123 of the companies Act,2013 is not applicable for the FY 2024-25.

j) Based on our examination which included test check, the company has used an accounting software for
maintaining its books of accounts 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.
Additionally, the audit trail has been preserved by the company as per the statutory requirements for record
retention.

for Ayyar & Cherian

Chartered Accountants
Firm Registration No. 000284S

Sd/-

Dijo Philip Mathew

Membership No. 224930 Place: Ernakulam

Date: 27-05-2025

UDIN: 25224930BMINTG9226

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Mar 31, 2024

S.I. CAPITAL & FINANCIAL SERVICES LIMITED

Report on the Audit of Standalone Ind AS Financial Statements

Opinion

Wc have audited the accompanying standalone Ind AS financial statements of S.I. CAPITAL & FINANCIAL SERVICES LIMITED (the company), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of changes in equity and Statement of Cash Flow for the year ended and notes to financial statement including a summary of significant accounting policies and other explanatory information (herein referred to as “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 w ith 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 31^st March 2024, its loss including other comprehensive income, change in equity and its cash flow for the year ended on that date.

Basis for Opinion of the Financial Statement

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arc 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 arc relevant to our audit of standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

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

E Provision tor Expected Credit Losses (t(JL) on Loans

Management estimates impairment provision using Expected Credit loss model for the loan exposure. Measurement of loan impairment involves application of significant judgement by the management. The most significant judgements arc:

Timely identification and classification of the impaired loans, and

Determination of probability of defaults (PD) and estimation of loss given defaults (LGD) based on the value of collaterals and relevant factors.

The estimation of Expected Credit T.oss (ECL) on financial instruments involves significant judgements and estimates. Following are points with increased level of audit focus: Classification of assets to stage 1, 2, or 3 using criteria in accordance with Ind AS 109; Accounting interpretations, modelling assumptions and data used to build and run the models; Measurement of individual borrowers'' provisions assessment of multiple economic scenarios.

The disclosures made in the financial statements for ECL especially in relation to judgements and estimates by the Management in determination of the ECL. Refer note 43 to the standalone financial statements.

Principle Audit Procedures:

We evaluated the design and operating effectiveness of controls across the processes relevant to ECL. These controls, among others, included controls over the allocation of assets into stages including management’s monitoring of stage effectiveness, model monitoring including the need for post model adjustments, model validation, credit monitoring, individual /collective provisions and production of journal entries and disclosures. We tested the completeness of loans included in the Expected Credit Loss calculations as of 31 March 2024. We tested assets in stage I, 2 and 3 on sample basis to verify that they were allocated to the appropriate stage. For samples of exposure, we tested the appropriateness of determining Exposure at Default (EAD), PD and LGD. We performed an overall assessment of the ECL provision levels at each stage including management''s assessment on Covid-19 impact to determine if they were reasonable considering the Company’s portfolio, risk profile, credit risk management practices and the macroeconomic environment. We assessed the adequacy and appropriate.

We assessed the adequacy and appropriateness of disclosures in compliance with the Ind AS 107 in relation to ECL especially in relation to judgements used in estimation of ECL provision.

Information other than the financial statements and auditor''s report thereon

The Company’s Board of Directors arc responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors'' report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so. consider whether the other information is

materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations. We have nothing to report in this regard for the previous financial year.

Management''s Responsibility for the standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act¹â€™) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position and financial performance including other comprehensive income, cash Hows and changes in equity of the company in accordance with Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arc reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The board of directors is also responsible for overseeing the Company''s financial reporting process.

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

Our objectives arc 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 SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also.

collusion, forgery. intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that arc appropriate in the circumstances. Under section 143(3)(i) of the Companies Act 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial control with reference to standalone financial statements in place and the operating effectiveness of the such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on company’s ability to continue as going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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.

• 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 know ledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone 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 w''e 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. w^fc determine those matters that were of most significance in the audit of the standalone financial statements for the financial 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 w hen, in extremely rare circumstances, we determine that a matter should

not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by Companies (Auditors Report) Order. 2020. issued by the Government of India in terms of sub-section I I of section 143 of the Companies Act 2013 we give in the Annexure- “A”, a statement on the matters specified in the paragraphs 3 and 4 of the order.

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

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

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

c) The Balance Sheet. The Statement of Profit and Loss including other comprehensive income. Statement of changes in Equity and Statement of cash How dealt w ith by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules. 2015 as amended including the companies (Indian Accounting Standards) amendment rules, 2019.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the company in reference to the financial statements and the operating effectiveness of such controls, refer our separate report in “Annexure- B*\

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act. as amended, in our opinion and to the best of our information and according to the explanations given to us. the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule I 1 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The company has disclosed the impact of pending litigations on its financial position in its financials.

ji) The company did not have any long-term contract 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) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts,

(a) 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’, _w''ith the understanding, u''hcthcr recorded in w''riting 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 prov ide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(b) 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.

(c) Based on audit procedures carried out by us, that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

i) The company has not declared or paid any dividends during the year and accordingly reporting on the compliance with section 123 of the companies Act,2013 is not applicable for the FY 2023-24.

j) Based on our examination which included test check, the company has used an accounting software for maintaining its books of accounts 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. As Provision to Rule 3(1) of the Companies (Accounts) Rules,2014 is applicable from April 1, 2024, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules.2014 on preservation of audit trail as per the statutory requirement for record retention is not applicable for the financial year ended March 31,2024.

for Ayyar & Cherian

Chartered Accountants

Firm Registration No. 000284S

Dijo Philip Mathew

Membership No. 224930

Place: Emakulam

Date: 28-05-2024

UD1N: 24224930BKACUJ9588

1

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

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. S.I CAPITAL & FINANCIAL SERVICES LTD., (the"Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss account for the year ended on that date annexed thereto, the Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information, which we have signed under reference to this report. Management''s Responsibility for the Financial Statements.

The Company''s 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 flow of the Company in accordance with the Accounting Standards referred to in Section 211(3C) 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 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

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, 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 of the Company for the year ended on that date; and

(c) in the case of the cash flow statement of the cash flows of the company for the year ended on that date.

Report on Other Legal and Reaulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the "Order") as amended by "the Companies (Auditor''s Report) (Amendment) Order, 2004" issued by the Central Government in terms of Section 227(4A) of the Act, (herein after referred to as the "Order") and on the basic of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 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

e. On the basis of the written representations received from the directors as on March 31, 2014 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

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

(c) As explained to us, the Company has not disposed off substantial part of fixed assets during the year and the going concern assumption of the Company is not affected.

2.(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(d) The company has valued inventory at the lower of cost or net realisable value. The determination of realisable value of this inventory is based on the method adopted by the management. We have not conducted audit procedures for the same.

3. (a) We have been informed by the company management that they have granted loans, secured or unsecured to the companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions on whichthe loans are granted are prima facie not prejudicial to the interest of the company.

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

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6.In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of the clause 4 (vi) of the Order are not applicable to the Company.

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

8. As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central government under Section 209(1)(d) of the Companies Act, 1956.

9. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues in respect of Income tax,Sales tax, Custom duty, Wealth tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

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

11. In our opinion and according to the information and explanations given to us, the provisions of clause 4(xi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

12. In our opinion and according to the information and explanations given 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. 13. In our opinion and according to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, the provisions of clause 4(xii) of the Order are not applicable to the Company. 14. In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations furnished to us, the company has not given guarantees, for loans taken by others from banks or financial institutions

16. In our opinion and according to the information and explanations given to us, the company has not obtained any term loans.

17. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie not been used duringthe year for long- term investment.

18. According to the information and explanations given to us, during the year covered by our audit, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Act. 19. According to the information and explanations given to us, during the year covered by our report, the Company has not issued any secured debentures.

20. During the year covered by our report,the Company has not raised any money by way of public issue.

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

Place : Chennai for SUDHINDRAN & CO Date : 01.07.2014 Chaterered Accountants Sd/- PSUDHINDRAN Partner Membership No: 32100 Firm Reg, No.006019S

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. S.I. Capital & Financial Services Ltd, Chennai, as at 31st March 2012 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial state- ments based on our audit.

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

As required by the Companies (Auditors Report) Order 2003, (as amended) hereinafter referred to as "the order" issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, hereinafter referred to as "the Act" we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable. Further to our comments in the annexure referred to above, we report that: i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of such books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii) The Balance sheet together with notes attached thereto and Profit and loss account and Cash Flow statement dealt with the report are in agreement with the books of account.

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the schedule attached thereto together with the accounting policies and notes thereon 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 of the Company for the year ended on that date, and

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

Annexure referred to in paragraph 1 of our audit report of even date to the members of M/s. S.I. Capital & Financial Services Limited, Chennai.

1. Fixed Assets

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

1.2 The fixed assets of the company have been physically verified by the management at rea- sonable intervals and no material discrepancies were noticed on such verification as com- pared to the book records.

1.3 As explained to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern assumption of the Company is not affected.

2. Inventories

2.1 As per the information and explanations furnished to us, physical verification has been conducted at reasonable intervals by the management.

2.2 The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its busi- ness.

2.3 The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stocks as compared to the book records.

3. Loans and Advances

3.1 As informed to us, the company has granted loans, secured or unsecured to the compa- nies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions on which the loans are granted are prima facie not prejudicial to the interest of the company.

3.2 As informed to us, the company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. Internal Controls

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of foreign currency. During the course of audit, no major weakness has been noticed in these internal controls.

5. Related Parties

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6. Deposits from Public

The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the company.

7. Internal audit system

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

8. Cost records

As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central government under Section 209(1)(d) of the Companies Act, 1956.

9. Statutory Dues

9.1 According to the information and explanations given to us and on the basis of our examina- tion of the books of account, the company has been regular in depositing undisputed statutory dues including income tax, sales tax and any other statutory dues during the year with the appropriate authorities.

9.2 According to the information and explanations given to us, there were no undisputed dues payable in respect of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty and Cess outstanding as on 31st March 2012 for a period of more than six months from the date they became payable except service tax to the tune of Rs.66,772.55/-.

9.3 According to the information and explanation given to us, there are no dues in respect of Income tax, Sales tax, Custom duty, Wealth tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

10. Accumulated Losses

The company has accumulated losses at the end of the financial year. The company has made profit during the financial year and during the year immediately preceding financial year. However the accumulated loss of the company is less than 50% of the net worth of the company.

11. Dues to Financial Institutions, Banks etc.

In our opinion and according to the information and explanations given to us, the provisions of clause 4(xi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

12. Loans against security

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

13. Chit Fund/Nidhi

In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. There- fore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. Dealing in shares/securities etc.

According to the information and explanation given to us the company has maintained proper records as regards dealing in shares, securities, debentures and other investments. The Investments are held by the company in its own name.

15. Guarantees for others

According to the information and explanations furnished to us, the company has not given guarantees, for loans taken by others from banks or financial institutions.

16. Term Loans

The company has not obtained any Term Loans.

17. Short Term Loans

According to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term basis and vice versa.

18. Preferential allotment of shares

According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. Debentures

The company has not issued any debentures.

20. Public Issues

According to the information and explanations furnished to us, the company has not raised any funds by public issues during the year.

21. Frauds etc.

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

Sd/-

For Sudhindran & Co

Chartered Accountants.

Sd/-

CA. P. Sudhindran

Partner

Place: Chennai Membership No.032100

Date : 25.07.2012 Firm Registration No.006019S

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. S.I. Capital & Financial Services Ltd, Chennai, as at 31st March 2011 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial state- ments based on our audit.

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

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

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

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

ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of such books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii) The Balance sheet together with notes attached thereto and Profit and loss account and Cash Flow statement dealt with the report are in agreement with the books of account.

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

v) On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the schedule attached thereto together with the accounting policies and notes thereon 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 2011,

b. in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date, and

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

Annexure referred to in paragraph 1 of our audit report of even date to the members of M/s. S.I.CAPITAL & FINACIAL SERVICES LTD. Chennai.

1. Fixed Assets

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

1.2 The fixed assets of the company have been physically verified by the management at reason- able intervals and no material discrepancies were noticed on such verification as compared to the book records.

1.3 As explained to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern assumption of the Company is not affected.

2. Inventories

2.1 As per the information and explanations furnished to us, physical verification has been con- ducted at reasonable intervals by the management.

2.2 The procedures of physical verification of inventories followed by the management are rea- sonable and adequate in relation to the size of the company and the nature of its business.

2.3 The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stocks as compared to the book records.

3. Loans and Advances

3.1 As informed to us, the company has granted loans, secured or unsecured to the companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions on which the loans are granted are prima facie not prejudi- cial to the interest of the company.

3.2 As informed to us, the company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. Internal Controls

In our opinion and according to the information and explanations given to us, there are ad- equate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of foreign currency. During the course of audit, no major weakness has been noticed in these internal controls.

5. Related Parties

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6. Deposits from Public

The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Depos- its) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the company.

7. Internal audit system

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

8. Cost records

As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central government under Section 209(1)(d) of the Companies Act, 1956.

9. Statutory Dues

9.1 According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been regular in depositing undisputed statutory dues including income tax, sales tax and any other statutory dues during the year with the appropriate authorities.

9.2 According to the information and explanations given to us, there were no undisputed dues payable in respect of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty and Cess outstanding as on 31st March 2011 for a period of more than six months from the date they became payable.

9.3 According to the information and explanation given to us, there are no dues in respect of Income tax, Sales tax, Custom duty, Wealth tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

10. Accumulated Losses

The company has accumulated losses at the end of the financial year. The company has made profit during the financial year and incurred loss during the year immediately preceding financial year. However the accumulated loss of the company is less than 50% of the net worth of the company.

11. Dues to Financial Institutions, Banks etc.

In our opinion and according to the information and explanations given to us, the provisions of clause 4(xi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

12. Loans against security

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

13. Chit Fund/Nidhi

In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not appli- cable to the company.

14. Dealing in shares/securities etc.

According to the information and explanation given to us the company has maintained proper records as regards dealing in shares, securities, debentures and other investments. The Investments are held by the company in its own name.

15. Guarantees for others

According to the information and explanations furnished to us, the company has not giver guarantees, for loans taken by others from banks or financial institutions.

16. Term Loans

The company has not obtained any Term Loans.

17. Short Term Loans

According to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term basis and vice versa.

18. Preferential allotment of shares

According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. Debentures

The company has not issued any debentures.

20. Public Issues

According to the information and explanations furnished to us, the company has not raised any funds by public issues during the year.

21. Frauds etc.

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

Place : Chennai for SUDHINDRAN & CO. Date : 23.09.2011 Chartered Accountants

Sd/- P. SUDHINDRAN Partner. Membership No - 32100 Firm Reg. No. 006019S

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/s. S I. Capital & Financial Services Ltd, Chennai, as at 31st March 2009 and the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial state- ments based on our audit.

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

As required by the Companies (Auditors Report) Order 2003, (as amended) hereinafter referred to as “the order” issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, hereinafter referred to as “ the Act” we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of such books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii) The Balance sheet together with notes attached thereto and Profit and loss account and Cash Flow statement dealt with the report are in agreement with the books of account.

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

v) On the basis of written representations received from the Directors, as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the schedule attached thereto together with the accounting policies and notes thereon 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 2009.

b. in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date and

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

Annexure referred to in paragraph 1 of our audit report of even date to the members of M/s. S.l.CAPITAL & FINACIAL SERVICES LTD. Chennai. 1. Fixed Assets

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

1.2 The fixed assets of the company have been physically verified by the management at reason- able intervals and no material discrepancies were noticed on such verification as compared to the book records.

1.3 As explained to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern assumption of the Company is not affected.

2. Inventories

2.1 As per the information and explanations furnished to us, physical verification has been con- ducted at reasonable intervals by the management.

2.2 The procedures of physical verification of inventories followed by the management are rea- sonable and adequate in relation to the size of the company and the nature of its business.

2.3 The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of stocks as compared to the book records.

3. Loans and Advances

3.1 As informed to us, the company has granted loans, secured or unsecured to the companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions on which the loans are granted are prima facie not prejudi- cial to the interest of the company.

3.2 As informed to us, the company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. Internal Controls

In our opinion and according to the information and explanations given to us, there are ad- equate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of foreign currency. During the course of audit, no major weakness has been noticed in these internal controls.

5. Related Parties

5.1 According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6. Deposits from Public

The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Depos- its) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the company.

7. Internal audit system

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

8. Cost records

As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central government under Section 209(1 )(d) of the Companies Act, 1956.

9. Statutory Dues

9.1 According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been regular in depositing undisputed statutory dues including income tax, sales tax and any other statutory dues during the year with the appropriate authorities.

9.2 According to the information and explanations given to us, there were no undisputed dues payable in respect of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty and Cess outstanding as on 31st March 2009 for a period of more than six months from the date they became payable except fringe benefit tax to the tune of Rs.24,205/-

9.3 According to the information and explanation given to us, there are no dues in respect of Income tax, Sales tax, Custom duty, Wealth tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

10. Accumulated Losses

The company has accumulated losses at the end of the financial year. The company has made profit during the financial year and during the year immediately preceding financial year. However the accumulated loss of the company is less than 50% of the net worth of the company.

11. Dues to Financial Institutions, Banks etc.

In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions and banks. The company has not issued any debentures.

12. Loans against security

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

13. ChitFund/Nidhi

In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not appli- cable to the company.

14. Dealing in shares/securities etc.

According to the information and explanation given to us the company has maintained proper records as regards dealing in shares, securities, debentures and other investments. The Investments are held by the company in its own name.

15. Guarantees for others

According to the information and explanations furnished to us, the company has not given guarantees, for loans taken by others from banks or financial institutions.

16. Term Loans

The company has not obtained any Tern: Loans.

17. Short Term Loans

According to the information and explanations given to us, the funds raised on short-term basis have not been used for long-term basis and vice versa.

18. Preferential allotment of shares

According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. Debentures

The company has not issued any debentures.

20. Public Issues

According to the information and explanations furnished to us, the company has not raised any funds by public issues during the year.

21. Frauds etc.

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

Place : Chennai for SUDHINDRAN & CO.

Date : 28.07.2009 Chartered Accountants

Sd/-

P. SUDHINDRAN

Partner.

Membership No - 32100