Autoriders International Ltd Directors Report.

The Members of

AUTORIDERS INTERNATIONAL LIMITED

Report on the audit of Standalone Financial Statements

I have audited the accompanying standalone financial statements of AUTORIDERS INTERNATIONAL LIMITED ("the Company"), which comprises Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss ( including Other Comprehensive Income) , Statement of changes in Equity and Cash Flow statement for the year ended 31st March 2020, including summary of significant accounting policies and other explanatory information (herein after referred to as financial statements.

Qualified Opinion

In my opinion and to the best of my information and according to the explanations given to me, except for the effects of the matters described in the Basis of Qualified Opinion Pragraph, the financial statements give the information required by the Companies Act,2013 (‘Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2020

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

(c) In the case of Cash Flow Statement, of its Cash flow for the year ended on that date.

Basis for Qualified Opinion

As referred to Note No. 26(n) of Additional Information to the financial statements, the company has provided liability in respect of leave encashment benefits payable to employees on retirement on actual calculation basis as not on actuarial basis as required in accordance with provisions as per Indian Accounting Standard no 19 on Accounting for Retirement Benefits issued by ICAI.

I have conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. My responsibilities under those SAs are further described in the ‘Auditors Responsibilities for the Audit of the Financial Statements Section of my Report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI") together with the ethical requirements that are relevant to my audit of the financial statements under the provisions of the Act and the Rules there under, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Emphasis of Matters

The company has entered into following transactions with the related parties but the necessary compliance with the relevant provisions of the Companies Act 2013 are not made:

Grant of Interest free Loan of Rs. 300 lacs to a group company which has ceased to be going concern

Payment of Rs. 10 lacs to relative of director as professional charges for providing consultancy on business areas of the company ( Refer Note No. 31 of Notes forming part of accounts)

The company could not carry out Internal Financial Controls review due to Covid 19 lock down situations at the year end.

( Refer Note No. 33 of Notes forming part of accounts)

The company has granted loan of Rs. 300 lacs to a group company which has ceased to be a going concern but in the opinion of the management the same is considered as good for recovery in future being a company within the group.

( Refer Note No 32 of Notes forming part of accounts)

Information other than the financial statements and Auditors report thereon (‘Other information)

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and auditors report thereon.

My Opinion on the financial statements does not cover the information and I do not express any form of assurance or conclusions thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or other wise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of the other information, I am required to report that fact. I have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Companys 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 state of affairs ( financial position), profit or loss (financial performance) changes in equity and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Ind As specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies ; making judgments and estimates that are reasonable and prudent ; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and the Board of Directors are responsible for assessing the Companys ability to continue as 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.

Auditors Responsibility for the audit of the financial statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my 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.

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

• Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditors report to the related disclosures conclusions are based on the audit evidence obtained up to the date of my auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

I 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 I identify during an audit.

1 also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditors Report) Order,2016 issued by the Central Government in terms of the Section 143(11) of the Act, I give in the "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, I report that:

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

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

c. The standalone financial statements dealt with by this Report are in agreement

with the books of accounts.

d. In my opinion, the aforesaid financial statements comply with the Indian accounting standards referred to in the Section 133 of the Companies Act,2013 and read with Rule No 7 of the Companies Accounting Rules 2014.

e. On the basis of representations received from the directors as on Mar 31, 2020 and

taken on record by the Board of Directors, none of the directors is disqualified as on Mar 31,2020 from being appointed as a director in terms of Section 164(2) of the Act.

f. As referred in Para (b) of the main report the company could not carry out review

of Internal Financial Controls due to Covid 19 lockdown situations at the year end, and hence separate report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") is not given.

g. With respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in my opinion and to the best of my information and according to the explanations given to me:

i. As per the information and explanations given to me there are no pending litigations other than those disclosed in the financial statements.

ii. As per the information and explanations given to me the company has not entered into any long-term derivative contracts during the year and hence there exists no such losses from such contracts which requires provision in the accounts.

iii. There are no amounts to be transferred to Investor Education & Protection Fund during the year.

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

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

For KPD & CO.

Chartered Accountants (Firm Regn No. 136856W)

Sd/-

Khushboo P. Doctor Proprietor

Membership No. 135634 UDIN NO. 20135634AAAAF9482

Mumbai.

Date : 31st July, 2020

ANNEXURE A TO THE AUDITORS REPORT

(REFERRED TO IN THE REPORT OF EVEN DA TE OF THE A UDITORS TO THE MEMBERS OF AUTORIDERS INTERNATIONAL LIMITED ON THE ACCOUNTS FOR

THE PERIOD ENDED 31st March 2020)

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

b) As explained to me major portion of the fixed assets have been physically verified by the management at the year end, which in my opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The company is not having any immoveable property and accordingly Paragraph 1(iii) of the Order is not applicable to the company.

II. As the company is engaged in services it does not have any inventories and accordingly Paragraph 2 (i) and (ii) is not applicable to the company.

III. The Company has granted loan to Company amounting to Rs. 300 lacs being a party covered in the Register maintained under Section 189 of the Companies Act, 2013 (‘the Act") which has ceased to be a going concern and the loan is granted interest free, unsecured and without stipulation as to its repayment. The company has not received any repayment of such loan during the year. Accordingly, the said Loan is prima facie prejudicial to the interests of the company.

IV. The Company has not complied with provisions of Section 185 and 186 of the Companies Act 2013 in respect of grant of loan amounting to Rs. 300 lacs to a party.

V. In our opinion and according to the information and explanations given to me the Company has not accepted any deposits from the public within the meaning of provisions of sections 73 to 76 and the rules framed there under .Accordingly , paragraph 3(v) of the Order is not applicable to the Company.

VI. The maintenance of cost records is not applicable to the Company as per the provisions of section 148 of the Companies Act 2013 and rules framed there under. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

VII. a) According to the information and explanations given to me and on the basis of examination of the records of the company, the amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, income tax, sales tax, service tax, value added tax, , Custom Duty, Excise Duty, Cess and other statutory dues, as applicable, have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to me, there were no undisputed amounts payable in respect of above dues at the year-end for the period of more than six months from the date they become payable.

b) On the basis of my examination of the documents and records there are no disputed statutory due which remains to be deposited with the appropriate authorities.

VIII. According to the information and explanations given to me and on the basis of examination of the records, the Company, it has not defaulted during the year in repayment of loans and borrowings from banks and financial institutions. The Company does not have any dues to debenture holders during the year.

IX. According to the information and explanations given to me and on the basis of examination of the records, the Company, the Company has not raised any moneys by way of initial public offers (including debt instruments) and has not obtained any term loans during the year. Accordingly, Paragraph 3(ix) of the Order is not applicable to the Company.

X. During the course of our examination of the books and records of the Company, carried out in the accordance with the generally accepted audit practices in India, and according to the information and explanations given to me, I have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

XI. In my opinion and according to the information and explanations given to me, the managerial Remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.

XII. In my opinion and according to the information and explanations given to me, The Company is not a Nidhi Company and the in Nidhi Rules 2014 are not applicable to it. Accordingly, Paragraph 3(xii) of the Order is not applicable to the Company.

XIII. In my opinion and according to the information and explanations given to me, the Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act where applicable and the details of such related party transactions have been disclosed in the financial statements as required by Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

XIV. According to the information and explanations given to me and on the based-on examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, Paragraph 3(xiv) of the Order is not applicable to the Company.

XV. According to the information and explanations given to me and on the based-on examination of the records of the Company, the company has not entered into non cash transactions with directors or persons connected with them. Accordingly, Paragraph 3(xv) of the Order is not applicable to the Company.

XVI. In our opinion and according to the explanations given to me, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly Paragraph 3(xvi) of the Order is not applicable to the Company.

For M/S K P D & CO Chartered Accountants (Firm Regn No. 136856W)

Sd/-

Khushboo P Doctor Proprietor

Membership No. 135634 UDIN NO. 20135634AAAAF9482

Mumbai

Date : 31st July 2020