Tirupati Fincorp Ltd Directors Report.

To,

The Members,

Tirupati Fincorp Limited

Reporton the Financial Statements:

We have audited the accompanying financial statements of TIRUPATIFINCORP LIMITED, which comprise the Balance Sheet as at31 March 2016, the Statementof Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

As required by the Companies (Auditors Report) Order 2015 issued by Government of India in terms of Section143(11)of the Companies Act, 2013,we enclose herewith in annexure.

Managements Responsibility for the Financial Statements:

The Companys Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made hereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 auditors 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 financial control relevant to the Companys preparation of the financial statements that give true and fair view 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 Companys Directors, 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 on the financial statements.

The company have violated the provision of section 138 of the Companies Act 2013.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, subject to aforesaid (a) to (d) in report, 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 31,2016;

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 Flow for the year ended on that date.

Report on other Legal and Regulatory Requirements:

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

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

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

c) The Balance Sheet, the 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board

of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditors Report and to our 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.

ii. The Company did not have any long term contacts including derivative contacts for which there were any material foreseeable losses.

iii. There were no amount which required to be transferred to the Investor Education and Protection Fund by the Company.

ForKPND&Co.

(Chartered Accountants)

Firm Registration No. 133861W

(Nilesh Dhamecha)

(Partner)

Annexure to the Independent Auditors Report

The Annexure referred to in our Independent Auditors Report to the members of Tirupati Fincorp Limited for the year ended 31 March 2016, we reportthat:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assetsare verified in a phased manner over aperiodof three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In ouropinion,this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(C) The title deeds of immovable properties are held in the name of the company.

2) The Company isNBFC company, primarily rendering financial services. Accordingly, it does not hold any physical inventories.

3) The Company has notgranted anyloans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013In respect ofloans, investments, guarantees, andsecurity.

5) The Company has not accepted any deposits from the public and hence the directives issued bythe Reserve Bankof India and the provisions of Sections 73 to76 or any other relevant provisions of the Act and the Companies (Acceptance ofDeposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified bythe Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutorydues have been regularly deposited during the year by the Company withthe appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respectof provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March,2016 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us, there areno material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(C) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act, 2013and rules made there under.

1) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

2) Based upon the audit procedures performed and the information and explanations given by the management, the company has raised moneys by term Loans. And its used for its business purpose as company is NBFC. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

3) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

4) Based upon the audit procedures performed and the information and explanations given by the management, 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 Companies Act;

5) In our opinion, the Company is not a Nidhi Company Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company

6) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

7) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

8) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

9) The company registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are applicable to the Company and registration had been obtained.

ForKPND&Co.

(Chartered Accountants)

Firm Registration No. 133861 W

Nilesh Dhamecha

(Partner)

Membership No. 143172

Place: Mumbai

Date: 30.05.2016