Auditor Report of Ventura Guaranty Ltd.

Mar 31, 2024

We have audited the standalone financial statements of
VENTURA GUARANTY LIMITED (the "Company"), which
comprise the Standalone Balance Sheet as at March 31,
2024, the Standalone 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 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 (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 and its profit,
total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards
on Auditing ("SA"s) 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 made 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 obtained by us is sufficient and
appropriate to provide a basis for our audit opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Ind

AS Financial Statements of the current period. These matters
were addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. We have determined no such key audit matters to be
communicated in our audit report.

INFORMATION OTHER THAN THE STANDALONE
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 Board''s Report but does not include
the standalone Financial Statements and our auditor''s report
thereon. The Draft Director''s Report is made available to us as
on the date of this Auditor''s Report.

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

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

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

RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE IND AS
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 accounting standards specified under
section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that

are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial Statements, the 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are 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 skepticism
throughout the audit. We also:

• I dentify 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 Act, we are also responsible for expressing our

opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.

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

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

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

2. 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
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 Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, the Statement of Changes
in Equity and the Statement of Cash Flows dealt
with by this Report are in agreement with the
books of account.

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

e) On the basis of the written representations received
from the directors as on 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 ofthe internal financial
controls over financial reporting of the Company
and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B".
Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company''s internal financial controls over financial
reporting.

g) I n our opinion and according to the information
and explanation given to us, during the current
year, the company has not paid any managerial
remuneration to its Directors.

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

i. The Company does not have any pending
litigations which would impact its financial
position as on March 31, 2024.

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

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

iv. (a) The Management has represented that,

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

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

identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

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

v. The final dividend paid by the company
during the year, which was declared for the
previous year, proposed in the previous year,
is in accordance with section 123 of the Act,
to the extent it applies to the payment of
dividend.

The Board of Directors of the Company have
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. (Refer
Note 23 to the Standalone financial statements).

vi. The reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023.

The company being an investment holding
company has limited business operations. As
explained, the company is in the process of
establishing audit trail feature in compliance
to above stated rule. During the year under
consideration the company is consistently
using same accounting software for
maintenance of its books of accounts which
doesn''t have feature of recording audit trail
(edit log) facility. In the absence of the same
we are unable to comment on the specific
requirements as envisaged in the afore-
stated rule.

vii. The Company has not paid/ provided for
managerial remuneration and thus the
provisions of Section 197 read with Schedule
V to the Act are not applicable to the company.

For G.K. Choksi & Co.

Chartered Accountants
Firm Registration No. 125442W

Himanshu C. Vora

Partner

Place: Thane Membership No. 103203

Date: May 30, 2024 UDIN: 24103203BKAGML3290

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th 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 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 Company''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 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 notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(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 to the Auditors'' Report

(Referred to in Paragraph 3 of our Report of even date on the Accounts for the year ended 31st March 2014 of Ventura Guaranty Limited)

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

b) The fixed assets have been physically verified by the management during the year As informed to us, no material discrepancies were noticed on such verification. In our opinion, frequency of verification is at reasonable intervals.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

2. The Company has no inventory and hence clause (ii) of paragraph 4 of the Order is not applicable.

3. a) According to the information and explanations given to us, the Company has granted loans to Companies covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 5,000,000/- and the year-end balance was Rs. NIL.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the parties covered in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

c) The terms of repayment of the loan have not been stipulated, hence there are no overdue amounts.

d) As stated above, no repayment schedule has been specified and there are no overdue amounts in excess of Rs. One lakh.

e) According to the information and explanations given to us, the Company has taken loan from a Party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 735,000/- and the year-end balance was Rs. NIL/-.

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been from the party covered in the register maintained under section 301 of the Companies Act, 1956 arc not, prima facie, prejudicial to the interest of the Company.

g) The terms of repayment of the loan have not been stipulated, hence the payments are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a) The particulars of contracts and arrangements referred to in section 301 of the Companies Act 1956 have been entered in the register maintained under section 301 of the said Act.

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices and other relevant factors at the time of transaction.

6. 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 the rules framed there under are not applicable.

7. In our opinion, the Company''s internal audit system was commensurate with its size and nature of its business.

8. The Company is not engaged in production, processing, manufacturing or mining activities. Therefore the provisions of clause (viii) of paragraph 4 of the order are not applicable.

9. a) The Company has been generally 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 duly, cess and other material statutory dues applicable to it, with the appropriate authorities. There are no arrears of outstanding statutory dues at the year end which are due for more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax. customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and it has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

12. According to the information and explanations 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 nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the Company has maintained proper records of transactions and contracts relating to investments. Further, such investments have been held by the Company in its own name except as permissible under section 49 of the Act.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by its subsidiary from banks, the terms and conditions whereof in our opinion arc not prima facie prejudicial to the interest of the Company.

16. The company has not raised any term loans during the year.

17. 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 by the Company.

18. 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. The Company does not have any outstanding debentures during the year.

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

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

For & on behalf of Dixit Dattatray & Associates Chartered Accountants Firm Registration No: 102665W

D B Dixit Partner Membership No: 040032 Place: Mumbai Date: 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ventura Guaranty Limited

("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), This responsibility includes the design, implementation and maintenance of internal controls 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 materia! misstatement.

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

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

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,

(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 statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

Annexure to the Auditors'' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory

Requirements" of our Report of even date on the Accounts for the year ended 31 March 2013 of Ventura Guaranty Limited)

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

b) The fixed assets have been physically verified by the management during the year. As informed to us, no material discrepancies were noticed on such verification. In our opinion, frequency of verification is at reasonable intervals.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

2. The Company has no inventory and hence clause (ii) of paragraph 4 of the Order is not applicable.

3. a) According to the information and explanations given to us, the Company has granted loan to a party covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Ra. 17,525,891/- and the year-end balance was - NIL.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the parties covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company

c) The terms of repayment of the loan have not been stipulated, hence there are no overdue amounts.

d) As stated above, no repayment schedule has been specified and there are no overdue amounts in excess of - One lakh.

e) According to the information and explanations given to us, the Company has taken loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was - 735,000/- and the year-end balance was t 735,000/-

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been from tne Party covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

g) The terms of repayment of the loan have not been stipulated, hence the payments are regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a) The particulars of contracts and arrangements referred to in section 301 of the Companies Act 1956 have been entered in the register maintained under section 301 of the said Act.

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices and other relevant factors at the time of transaction.

6. 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 the rules framed there under are not applicable.

7. In our opinion, the Company''s internal audit system was commensurate with its size and nature of its business.

8. The Company is not engaged in production, processing, manufacturing or mining activities. Therefore the provisions of clause (viii) of paragraph 4 of the order are not applicable.

9. a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, saies-tax, weaith tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, with the appropriate authorities. There are no arrears of outstanding statutory dues as at the year-end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in the current financial year but incurred cash losses in the immediately preceding financial year.

11. The Company has not obtained any loans from any financial institution, bank or debenture holders and hence clause (xi) of paragraph 4 of the Order is not applicable.

12. According to the information and explanations 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 nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the Company has maintained proper records of transactions and contracts relating to investments. Further, such investments have been held by the Company in its own name except as permissible under section 49 of the Act.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

17. 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 by the Company.

18. The Company does not have any outstanding debentures during the year.

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

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

For Dixit Dattatray & Associates

Chartered Accountants

Firm Registration No,102665W

DB Dixit

Proprietor

Membership No 4003

Mumbai,

Dated: 30th May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Ventura Guaranty limited as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for year ended on that: date, annexed thereto. These financial statements are the responsibility of the Company's Management, Our responsibility is to express an opinion on these financial statements based on our audit,

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act,. 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order,

4. Further to our comments in the Annexure referred to above, we report that:

4.1. 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,

4.2. 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.

4.3. 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,

4.4. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (30 of Section 211 of the Companies Act, 1956, to the extent applicable, and

5. On the basis of written representations by all the directors of the Company as at 31st March, 2012.and taken on record by the Board of Directors, and the Information and if explanations as made available to us by the Company, we report that none of the directors of the Company prima facie, have any disqualifications as referred to on clause (g) of sub section (1) of section 274 of the Companies Act.. 1956,

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

* in the case of the Balance Sheet, of the State of Affairs of the Company at 31st March 2012

* in the case of the Statement of Profit and Loss., of the Loss for the year ended on that date and

* In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date,

Annexure to the Auditors Report

(Referred to In Paragraph 3 of our Report of even date on the Accounts for the year ended 31st March 2012 of Ventura Guaranty Limited)

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

b) The fixed assets have been physically verified by the management during the year. As informed to us, no material discrepancies were noticed on such verification. In our opinion, frequency of verification is at reasonable intervals.

c) During the year, the Company has not disposed off any substantial part of the fixed assets, The Company has no inventory and hence clause (ii) of paragraph 4 of the Order is not applicable,

3. a) According to the information and explanations given to us the Company has granted loan a party covered in the register maintained under section 301 of the companies Act 1956, The maximum amount involved during the year was 17,525,891/- and the year end balance was 1,7b,25,891/-.

The terms and conditions on which icons have ovens given by the parties covered in the register maintained under section 3G1. of the Companies Act.. 1956 are not, prima facie, prejudicial to the interest of the Company

c) The terms of repayment of the loan have not been stipulated, hence there are no overdue amounts.

b) According to the information and explanations given to us, during the year the Company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly clause (iii) (g) of the order is not applicable

4. In our opinion and according to the information and explanations given lo us, member adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to our chase of fixed assets and for sale of services. During the course of our audit, we have not observed any- continuing failure to correct major weaknesses in internal controls.

5. a) The particulars of contracts and arrangements referred to in section or me Companies Act 1956 have beer: entered in the register maintained under section 301 of the said Act,

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, i956 and exceeding the value of rupees five lakhs in respect of any party aunt the year have been made at prices which are reasonable having regard to the prevailing market prices and other relevant factors at the time of transaction.

6. 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 the rules framed there under are not applicable.

7. In our opinion, the Company's internal audit system was commensurate with its size and nature of its business.

8. The Company is not engaged in production, processing, manufacturing or mining activities. Therefore the provisions of clause (viii) of paragraph 4 of the order are not applicable.

9. a) The Company has been generally 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, access and other material statutory dues applicable to it with the appropriate authorities. There are no arrears of outstanding statutory dues as at the year-end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no sues or sales tax, income tax, customs duty., wealth tax. service tax, excise duty and access which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the year and it has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given the Company has not defaulted in repayment of dues to any financial institution. bank or debenture holders.

12. According to the information and explanations the Company has not; granted icons and advances on the basis of security by wav of pirogue of shares, debentures and other securities,

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit funk and niche/mutual benefit fund/societies,

14. in our opinion., the Company has maintained proper records of transactions and contracts relating to investments. Further,, such Investments have been held by the company in its own name except as permissible under section 49 of the Act,

15. The Company has not given any guarantee for ions taken by others from banks or financial institutions.

16, m our opinion and according to the information and explanations given to us a no on overall examination, the term loans have been applied for the purpose for which they were raised,

17. 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 raise on short-term basis have been used for long term investment by the Company.

18. He Company does not have any outstanding debentures during the yean

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

20. According to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the course of our audit.

For Dixit Dattatraya & Associates

Chartered Accountants

Firm Registration NO.102665W

D B Dixit

Proprietor

Membership No 40032

Mumbai, Dated: 10th July 2012

---

Mar 31, 2011

1. we have audited the attached Balance Sheet of Ventura Guaranty Limited for the year ended as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto These financial statements are the responsibility of the Company s Management. Our responsibility is to express an opinion on these financial statements based on our audit,

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

3. As required by the Companies (Auditor's Report) Order. 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement or the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

4.1. 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.

4.2. In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

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

4 4. In our opinion, the Balance Sheet, 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, to the extent applicable, and

5. On the basis of written representations by ail the directors of the Company for the year ended as at 31 March 2011, and taken on record by the Board of Directors, and the information and explanations as made available to us by the Company, we report that none of the directors of the Company prima facie, have any disqualifications as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India:

- in the case of the Balance Sheet, of the State of Affairs of the Company for the year ended as at 31st March 2011

- in the case of the Profit and Loss Account, of the Profit for the year ended on that date and

- in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

(Referred to in Paragraph 3 of our Report of even date on the Accounts for the year ended as at 31st March 2011 of Ventura Guaranty Limited)

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

b) The fixed assets have been physically verified by the management during the year. As per the explanations and information given to us, no material discrepancies noticed on such verification. In our opinion, frequency of verification is at reasonable intervals.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

2 a) According to the information and explanations given to us the Company has granted loan to one party covered in the register maintained under section 301 of the companies Act 1956. The maximum amount involved during the year was Rs. 10,000,000/- and the year end balance of loan was Rs.411,329/-.

b} In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loan has been granted to the company listed in the register maintained under section 301 of the Companies Act, 1956 is not, prima facie, prejudicial to the interest of the company;

c) The Company company has received the principal amount and Interest as stipulated

d) According to the information and explanations given to us, during the year the Company has rot taken loans from parties covered in the register maintained under section 301 of the Companies Act 1956 Accordingly clauses {iii} (f) - (iii) (g) of the order is not applicable

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for safe of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal; controls.

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

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

5. 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 the rules framed there under are not applicable.

6. The Company has no formal internal audit department. However, its control procedures ensure reasonable internal checking of its financial and other records.

The Company is not engaged in production, processing, manufacturing or mining activities. therefore, the provisions of clause (viii) of paragraph 4 of the order are not applicable.

B a) The Company has been generally 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. There are no arrears of outstanding statutory dues as at the year-end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

g. The Company does not have any accumulated losses at the end of the period and it has not incurred any cash losses in the current period and in the immediately preceding financial year.

10 In our opinion and according to the information and explanations given the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

11 According to the information and explanations, the Company has not granted loans and advances based on security by way of pledge of shares, debentures and other securities.

12 in our opinion and according to the information and explanations given to us the nature of activities of the company does not attract any special statute applicable to chit fund and nidh, / mutual benefit fund/societies.

13. In respect of dealing or trading in shares and other investments in our opinion and according, to me information and explanation given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein.

14. The Company has given a corporate guarantee for bank guarantee taken by its subsidiary company from banks.

15 The Company has not availed of any term loans during the year

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

17 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.

18. The Company does not have any outstanding debentures during the year.

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

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

For Dixit Dattatrya & Associates

Chartered Accountants

Firm Registration No. 102665W

D B Dixit

Proprietor

Membership No 40032

Mumbai, Dated: 3001 June 2011.

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Ventura Guaranty Limited for the year ended as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

4.1. 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.

4.2. In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

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

4.4. In our opinion, the Balance Sheet, 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, to the extent applicable, and

5. On the basis of written representations by all the directors of the Company for the year ended as at 31st March 2010, and taken on record by the Board of Directors, and the information and explanations as made available to us by the Company, we report that none of the directors of the Company prima facie, have any disqualifications as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India:

- in the case of the Balance Sheet, of the State of Affairs of the Company for the year ended as at 31st March 2010

- in the case of the Profit and Loss Account, of the Profit for the year ended on that date and

- in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditors Report

(Referred to in Paragraph 3 of our Report of even date on the Accounts for the year ended as at 31st March 2010 of Ventura Guaranty Limited)

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

b) The fixed assets have been physically verified by the management during the year. As per the explanations and information given to us, no material discrepancies noticed on such verification. In our opinion, frequency of verification is at reasonable intervals.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

2. a) According to the information and explanations given to us the Company has not granted any loan to parties covered in the register maintained under section 301 of the companies Act 1956. Accordingly clause (iii) (b) - (iii) (d) of the order is not applicable.

b) According to the information and explanations given to us, during the year the Company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly clause (iii) (f) - (iii) (g) of the order is not applicable.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

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

5. 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 the rules framed there under are not applicable.

6. The Company has no formal internal audit department. However, its control procedures ensure reasonable internal checking of its financial and other records.

7. The Company is not engaged in production, processing, manufacturing or mining activities. Therefore, the provisions of clause (viii) of paragraph 4 of the order are not applicable.

8. a) The Company has been generally 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. There are no arrears of outstanding statutory dues as at the year-end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

9. The Company does not have any accumulated losses at the end of the period and it has not incurred any cash losses in the current period and in the immediately preceding financial year.

10. In our opinion and according to the information and explanations given the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

11. According to the information and explanations, the Company has not granted loans and advances based on security by way of pledge of shares, debentures and other securities.

12. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

13. In respect of dealing or trading in shares and other investments, in our opinion and according to the information and explanation given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein.

14. The Company has given a corporate guarantee for bank guarantee taken by its subsidiary company from banks.

15. The Company has not availed of any term loans during the year.

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

17. 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.

18. The Company does not have any outstanding debentures during the year.

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

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

For Dixit Dattatrya & Associates

Chartered Accountants

Firm Registration No.102665W

D B Dixit

Proprietor

Membership No 40032

Mumbai, Dated: 2nd September 2010