Helpage Finlease Ltd Auditor Reports

To the Members of HELPAGE FINLEASE LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of HELPAGE FINLEASE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including 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 Ind AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing(SAs)specifiedundersection43(\0)of1heCompaniesAct,20)3.Ourresponsibilitiesordert hose StandardsarefurtherdescribedintheAuditorsResponsibilitiesfortheAuditoftheIndASfinancial 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 financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our checks and on the basis of information and explanation from themanagement we have determined that there are no key audit matters to be communicated in our report.

Information Other than the Ind AS Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report does not include the IndAS financialstatements and our auditors report thereon.

Our opinion on the IndAS 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 Ind AS financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management for the Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,2013("the Act") with respect to the preparation of these IndAS financial statements that give a true and fair view of the financial position, financial performance includingcomprehensive income, and cash flows and changes in equity of the Company in accordance with the accounting principlesgenerallyAccepted in India, including the Indian Accounting Standards {Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimatesthatarereasonableandprudent;anddesign,implementationandmaintenanceofadequatein ternal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accountingrecords,RelevanttothepreparationandpresentationoftheINDASfinancial statementsthatgive a true and fair view and are free from material misstatement, whether due to fraud orerror.

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 intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

That Board of Directors are also responsible for overseeing the Companys financial reportingprocess.

Auditors Responsibilities for the Audit of the Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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 mis statement when it exists. Mis statements can arise from fraudor 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 financialstatements.

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 sufficientandappropriatetoprovideabasisforouropinion.Theriskofnotdetectingamaterialmisstate ment resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act,2013, 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 suchcontrols.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made bymanagement.

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 relateddisclose 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern .

Evaluatetheoverallpresentation,structureandcontentofthefinancialstatements,includingthedisclo sures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 requirementsregarding independence, and to communicate with the mall relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020("the Order"), issued by the Cen1ral Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure1 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, 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 ouraudit.

(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 thosebooks.

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive income, Statement of Changes in equity and the Cash Flow Statement dealt with by this report are in agreement with the books ofaccount.

(d) In our opinion. the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

(f) With respect to the adequacy of internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Reporting Annexure2. Our report expresses an unmodified opinion on the adequacy and effectiveness of the Companys internal financial controls over financialreporting.

(g) 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, in our opinion and to the best of our information and according to the explanations given tous: i. The Company does not have any pending litigation which would impact its financial position.

ii. TheCompanydidnothaveanylongtermcontractsincludingderivativecontractsforwhic htherewereany material foreseeablelosses.

iii. There were no amounts which were required to be transferred to the Investor

Education and Fund by theCompany.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advancedorloanorinvested(eitherfromborrowedfunds orsharepremiumoranyother sourcesorkindof funds) by the Company to any persons or entities, including foreign entities ("intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (?intermediaries"), 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 Beneficiary.

(c) Based on such audit procedures that we have considered appropriate in the circumstances nothing has come to our notice that has caused us to believe that the representations under paragraphs (iv)(a) and (b) above contain any material miss-statement

v. The Company has not declared or paid dividend during theyear.

vi. Proviso to Rule 3(1) of the companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording of Audit trail (edit log) facility is applicable to the company with effect from April 1, 2024, and accordingly, reporting under rule 11(g) of companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2024.

For R C AGARWAL & Co. Chartered Accountants

(Firms Registration No. 003175N)

Sd/-

Pravin Kumar Jha Partner (M no. 506375

Place: New Delhi Date: 30/05/2024

UDIN: 24506375BKCFSG4034

ANNEXURE 1 REFERRED TO IN SUB-PARAGRAPH (1) OF PARAGRAPH ON "REPORT ON OTHERLEGALANDREGULATORYREQUIREMENTSOFOURREPORTOFEVEN DATE

1, (i) The Company has maintained proper records showing full particulars of property. The company has noPlant and Equipment and Intangibles as at year end.

(ii) Title deeds of the land are held in the name of the Company.

(iii) The Company has not revalued property during the year. Accordingly, clause 3(i) (c) & (d) of the order are not applicable.

(iv) We are informed by the Company that no proceedings have been initiated or pending against the Company for holding anybenamipropertyundertheBenamiTransactions(Prohibition)Act,1988andrules madethere under.

2. (i) The Company does not hold any inventory. Accordingly, clause 3(ii) of the Order is not applicable to theCompany.

3. During the year, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or any otherentities

4. The company has not entered into any transactions during the year covered under section 185 of the Act and has complied with the provisions of section 186 of the Act.

The Company has not accepted any deposits from the public nor there are any deemed deposits during the year. Accordingly, the provisions of clause 3(v) of the Order are not applicable.

6 The maintenance of cost records has not been specified by the Central Government. Thus, reporting under clause 3(vi) of the Order is not applicable to the company.

7. (a)The Company is regular in depositing with appropriate authorities undisputed statutory dues applicable to it during the year. Provident Fund, Employees State Insurance, Custom Duty, Investor Education &Protection Fund Cess, etc. are not applicable to thecompany.

(b)Accordingtotheinformationandexplanationgiventous,therearenoduesofincometax,GSTetc.which have not been deposited on account of anydispute.

8. There were no such transactions not recorded in the books of account which have been surrendered or disclosedasincomeduringtheyearinthetaxassessmentsundertheIncome-taxAct,1961.

9. TheCompanyhasnotavailedanyloanorborrowingsfromanylender.Accordingly,theprovisionsofclause 3(ix) of theOrder are notapplicable.

10. The company has not raised any money by way of initial public offer or under public offer nor made any preferentialallotmentorprivateplacementofsharesorconvertibledebenturesduringtheyear.Accordingly, the provisions of clause 3(x) of the Order are notapplicable.

11. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year / course of audit nor any report filed under section 143(12) of the Act. No whistle blower complaints received during theyear.

12. The company is not a Nidhi company. Accordingly, provisions of clause3 (xii) of theOrder are not applied to the company.

13. Section 177 of Companies Act, 2013 is not applicable to the company and the provisions of section 188 of the

Act have been complied with and the details of the related party transactions have been disclosed in Ind AS financial statements as required by the applicable accounting standards.

14. The company has no internal audit system. Hence, we cant comment on the provisions contained in clause

3{xiv) of the Order.

15. During the current year,the company has not entered into any non-cash transitions with directors or persons connected with them.

16. Thecompanynotrequiredtoberegisteredundersection45-lAoftheReserveBankofIndiaAct,1B34.

Accordingly, the provisions of isclause 3(xvi) of the Order are notapplicable.

17. The Company has not incurred cash losses during the current and previous financial year.

18. There was no resignation of statutory auditors during the year. Accordingly, the provisions of clause

3(xviii) of the Order are not applicable.

19. In our opinion and based on the representations made to us by the management. The Company is 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. The provisions of section 135 of the Act relating to corporate social responsibility are not applicable to the company. Accordingly, the provisions of clause 3(xx) of the Order are notapplicable.

For R C AGARWAL & Co. Chartered Accountants

(Firms Registration No. 003175N)

Sd/-

Pravin Kumar Jha Partner (M no 506375)

Place: New Delhi Date: 30/05/2024

UDIN: 24506375BKCFSG4034

"Annexure2"referredtoinparagraph2(f}under‘ReportonOtherLegalandRegulatoryRequirements section of our report of even date on the Ind AS financial statements of HELPAGE FINLEASE LIMITEDfor the year ended March 31,2024

Report on the Internal Financial Controls with reference toInd AS financial statements under Cause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls with reference to IndAS financial statements of HELPAGE FINLEASELIMITED("the Company") as of March 31,2024 in conjunction with our audit of the IndAS financial statements of the Company for the year ended on that date.

ManagementsResponsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Ind AS financial statements 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 (ICAI). 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 detect on 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.

2. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these Ind AS financial statements 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 as prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to Ind AS financial statements. 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 with reference to these Ind AS financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to these financial statements included obtaining an understanding of internal financial controls with reference to these financial statements, 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 with reference to these Ind AS financial statements.

3. Meaning of Internal Financial Controls with reference to Ind AS financial statements

A Companys internal financial controls with reference to these Ind AS financial statements 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 controls with reference to these financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reason 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 withgenerally 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.

4. Inherent Limitations of Internal Financial Controls with reference to Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to these financial statements, 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 with reference to these financial statements to future periods are subject to the risk that the internal financial control with reference to these Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

5. Opinion

In our opinion, the company has, in all material respects, adequate internal financial controls with reference to the Ind AS financial statements and such internal financial controls with reference to these Ind AS financial statements were operating effectively as on March 31, 2024 based on the internal financial controls with reference to Ind AS financial statements 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.

For R C Agarwal & Co.

Chartered Accountants FRN: 003175N

Sd/- Pravin Kumar Jha (Patner)

Membership No.: 506375

Place: New Delhi Date: 30/05/2024

UDIN: 24506375BKCFSG4034