Ganesh Holdings Ltd Auditor Reports

Chartered Accountants

FRN - 118424W

To

The Members of Ganesh Holding Limited,

Report on the Audit of the standalone financial statements

Opinion

We have audited the accompanying financial statements of Ganesh Holding Limited ("the Company1), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 20 15, 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 loss , total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion Emphasis of Matter

l.RBI has cancelled the license of NBFC due to non-compliance of notification given below:

NBFCs are required to obtain a certificate of registration to commence/ carry on business of NBFC in terms of section 45-1A of the RBI act 1934. The said section also prescribes the minimum net owned funds (NOF ) requirement in term of notification no. DNBS 132 CGM (VSNM ) -99,dated April 21 1999 the minimum NOF requirement for new companies that were already in existence before 21 April 1999 was retained at Rs.25 lacs given the need for strengthening the finance sector and technology adoption and in view of increasing complexities of services offered by NBFCs it shall be mandatory for all the NBFCs to attain a minimum NOF of Rs.200/- Lakh by the end of March 2017 as per milestones given below:

Rs.100/- Lakh by end of March 2016 Rs.200/- Lakh by end of March 2017

However, has filed an appeal against the same with Ministry of finance Delhi on 26-10-2018 which was heard on 05-09-2019 and an order dated 24-07-2020 received from Ministry of Finance stating that RBI may review its order cancelling the COR of the Company. RBI heard the company twice and as per instruction of the RBI company submitted fresh NOF certificate on 31-03-20-23 from the statutory auditor along with audited annual report as on 31 -03-2023 to RBI Now RBI has issued review order date 17-11-2023 and declared not to go ahead with the cancellation proceeding initiated and the NBFC CoR no. 13.00777 issued to company dated 25-05-1998 under section 45-IA of RBI Act 1934 is restored w.e.f. 17-11-2023

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Finance 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 (ICAI) together with the ethical requirements that are relevant to our audit of the 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! CAis Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement were of most significance in our audit of the standalone financial statements for the financial year ended 31st March 2024. We have determined that there are no key audit matters to communicate in our report

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors and management is responsible for the other information. The other information comprises the information included in the Directors report, Management discussion & Analysis and Business responsibility report, but does not include the financial statements and our auditors report thereon. Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing - consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated if, the work we have performed, we conclude that there is misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the 1ND 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 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 operati n g: effectively for ensuring the accuracy and completeness of the accounting records, relevant fo the preparation and presentation of the financial statement 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 is responsible for assessing the Companys 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 inten ds to liquidate the Company or to cease operations, or has no realistic alternative but to do so.The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We 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 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 financial 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 man

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 we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 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 fhe disclosures, and whether the financial statements represent the underlying transactions and events in a manner that materiality is the magnitude of misstatements in the financial statements that individually or in aggregate makes it probable that the economic decision of a reasonably knowledgeable user of financial statement may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statement

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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 (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 ofthe 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 book

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

c) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 ofthe Act.

d) 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.

e) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in " Annexure B ", Our report expresses opinion on the adequacy and operating effectiveness of such control the other matters to be included in the Auditors 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.

With respect to the other matters to be included in the Auditors 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:

1) As per information and explanation given to us Company does not have any pending litigation, which would impact of its financial position as at 31-03-2024.

2) The Company Did not have any long-term contract including derivative contract for which there were any material foreseeable losses as at 31-03-2024.

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

(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 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 person or entities identified in any manner whatsoever by or on behalf of funding party ("ultimate beneficiaries") or provide any guarantee, security or the like on the behalf of 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 representation under sub-clause (i) and (ii) of rule 11 (e), as provided under clause 9 (a) and (b ) above contain any material misstatement.

4) There has been no dividend declared or paid by the Company during the year under audit.

5) Based on our examination, which include test checks the company has used accounting software For maintaining its book for the financial year ended march 31,2024 which has a feature of recording audit trial (edit log 0) facility but the company has not implemented it.

6) As provision to rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable from April 1, 2024, reporting under rule 11 (g) of the companies (audit and auditors) rules, 2014 on preservation of audit trial as per the statutory requirement for records retention in not applicable for the financial year ended March 31,2024

"Annexure A" to the Independent Auditors Report of even date on the Financial Statement of Ganesh Holding Limited

Referred to in paragraph 1 under the beading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31", 2024:

1) The company is not having any fixed asset and therefore this clause is not applicable to the company.

2) The company is a Non -Banking Financial company; accordingly, it does not hold any inventory thus, clause 3(ii) (a) of the companies (Auditors Report) Order 2020 is not applicable to it.

3) According to information and explanation given to us and on the basis of our examination of the records of the company, the company has made investment in provided any guarantee or security or granted any loans and advances in the nature of loans, secured or unsecured to companies, firms, limited liability Partnership or any other parties during the year.

a) Since the companys principal business is to give loans. Accordingly, the provision of clause 3(iii) (a) of the Order is not applicable to it.

b) The Company being a Non-Banking Financial Company (NBFC) registered under provisions of RBI Act, 1934.1n our opinion and according to the information and explanation given to us, the investments made, guarantees provided security given and the terms and condition of the of the grant of loans and advances in the nature of loans and guarantees, provided during the year are, prima facie not prejudicial to the companys interest.

c) In respect of the loans outstanding as on the balance sheet date the parties are repaying the principal amounts as stipulated, and are also regular in payment of interest as applicable.

d) As per the information and explanation provided and records examined by us, no fresh loans were granted to same partes to settle the existing overdue loans, and advances in the nature of loans.

4) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the company, the company has not given any loan, investments, guarantee and securities which may be covered under the provision of Section 185 and 186 of the Companies Act, 2013.

5) According to the information provided and explanation given to us and on the basis of our examination of the records of the company, the company has not accepted any deposits or amount which is deemed to be deposits from the public during the year within the meaning of section 73 to 76 or any relevant provisions of the companies Act ,2013 and the Companies (Acceptance of deposit) Rules, 2014. Accordingly, directives issued by Reserve Bank of India is not applicable.

6) We have been informed that the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Companies Act, 2013;

7) According to the information and explanations given to us in respect of statutory and other dues:

a) Undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Cess and other material statutory dues as applicable have generally been regularly deposited by the company during the year with the appropriate authorities;

b) According to the information & explanation given to us no undisputed amounts payable in respect of such statutory dues were outstanding as at 31" March, 2024 for a period of more than six months from the date they became payable;

8) According to the information and explanation given to us and on the basis of our examination of the records of the company, the company has not surrendered or disclosed any transaction, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

9) (a) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during.the year.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and on overall examination of the.financial statement of .the company, .the term loans have been applied of the company, on overall basis for the purpose for which they were obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of the standalone financial statements of the company, we report that the company has not used funds raised on short- term basis for long term purpose.

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or jointly ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report that the company has not raised loans during the year on the pledge of securities held in subsidiaries, joint ventures or associate companies.

10) (a) According to the information and explanation given to us, the company has not raised money by way of Initial Public offer or Further Public offer (including Debt Instrument) and by way of Term Loan. Accordingly, paragraph 3(x) (a) of the Order is not applicable; (b) During the period, the company has not made any preferential allotment of shares and the company has not issued any convertible debentures (fully or partly or optionally), hence reporting under clause 3 (x) (b ) of the order is not applicable.

11) (a) According to the information provided and explanations given to us and on the basis of our examination of the records of the company, no fraud committed by the company was noticed during the course of our audit nor have we been informed of any such case by the management

(b) During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, a report under section 143) (12) of the Act, in Form ADT-4, as prescribed under rule 13 of .companies (Audit and Auditors) Rule, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi) (b) of the order is not applicable to the Company.

(c) During the course of examination of books and records of the company, carried out in accordance with generally accepted auding practices in India, and according to the information and explanations given to us, the company has not received whistle-blower complaints during the year.

12) According to information and explanations given to us, the company is not a Nidhi Company. Hence, the Nidhi Rules, 2014 are not applicable to the Company. Accordingly, clause 3 (xii) of the Companies (Auditors Report) Order, 2020 is not applicable to the Company.

13) According to the information and explanation given to us and on the basis of our examination of records of the Company, transactions with the related parties are in compliance with section 177 and section 188 of the Act where applicable and details of such transactions have been disclosed in financial statements as required by the applicable Accounting Standards.

14) (a) In our opinion and based on our examination. Though the Company is required to have an Internal Audit system under section 13 8 of the Companies Act 2013 but it does not have the same established during the year.

(b) Since the Company does not have established the Internal Audit system during the year we have no comments to offer under the clause (xiv) (b)

15) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non - cash transactions with directors or persons connected with them which are covered under section 192 of Companies Act ,2013.

16) (a) The Company is a Non - Banking Finance Company and has obtained registration under section 45- IA of the Reserve Bank of India Act, 1934 but RBI has cancelled the license of NBFC due to non- compliance of notification No. DNBS.132/CGM(VSNM)-99 Please refer note no 2 of basis of opinion para.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the company the company has not conducted any non-banking financial or housing finance activities without a valid certificate of registration (COR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(C) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the company is not a core investment company (CIC) as defined in the regulations made by The Reserve Bank of India. Accordingly, clause 3 (xvi) c of the order is not applicable.

(d) According to the information and explanation given to us and on the basis of examination, the group has no CIC as part of the group.

17) According to the information and explanations given to us and on the basis of our examination of the records of the Company has not incurred cash loss

18) There has been no resignation of Statutory Auditors during the year. Accordingly, Clause 3 (xviii) of the order is not applicable.

19) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and the management plans and based on our examination of the evidence supporting the assumption, nothing has come to our attention, which causes us to believe that any material uncertainty exist as on the date of audit report and that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet

date, and that our opinion is a merely an estimation and basis various contingent events and probable future scenarios. We, however state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as when they fall due.

20) Since the provisions of section 135 of the Companies Act 2013 with regard to Corporate Social Responsibility are not applicable to the Company hence clause 3(xx) of the order is not applicable.

21)The reporting under clause 3 (xxi) is not applicable in respect of audit of standalone financial statement of the Company. Accordingly, no comment has been included in respect of said clause under this report.

"Annexure B" to the Independent Auditors Report of even date on the Financial Statements of Ganesh Holding Limited Reporton thelnternal Financial Controls under Clause (1) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India", These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in ail material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that;

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Chaturvedi Sohan & Co

Chartered Accountants

FRN118424W

CA Sohan Chaturvedi

Partner

Membership No.030760

UDIN: 24030760BKJQNH8391

Place: Mumbai

Date:30-05-2024