Upasana Finance Ltd Auditors Report.

To the Members of

UPASANA FINANCE LIMITED

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Upasana Finance Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Managements Responsibility for the Standalone 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 standalone 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors Responsibility

Our responsibility is to express an opinion on these standalone 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 thereunder.

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 the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of materials 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 standalone financial statements.

4. Opinion

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 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, 2018;

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

5. Emphasis of Matter

The Company has not appointed whole time director, Company Secretary and Chief Financial Officer as required under section 203 of the Act read with rule 8A of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014. The Company is in the process of appointing them. Our Opinion is not qualified in respect of this matter.

6. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditors Report) Order, 2016 ("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 paragraph 3 and 4 of the Order.

ii) 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 it appears from our examination of those books.

c) 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.

d) In our opinion, the aforesaid standalone 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 the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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".

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 to us:

i. the Company has disclosed the effect of the pending legal proceedings against it in its financial statements as mentioned in Note 19 of the Notes to the Accounts;

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

iii. during the year, there were no requirement on the part of the company to transfer any amount to the Investor Education and Protection Fund

Place: Chennai For M/s. Kalyanasundaram & Co.
Date:29 May 2018 Chartered Accountants
C.P. Govardhan
Partner
Membership No. 218363

"Annexure A" to the Auditors Report Referred to Paragraph 5 of Our Report of Even Date

1. The Company has no fixed assets.

2. The Company has no stock of inventory and hence reporting on physical verification does not arise.

3. During the year, the company has not granted any loan to a company, firm, Limited Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. During the year, the company has not granted any loan, furnished any gurantees or provided any security. The Company has complied with the provisions of Section 185 of the Companies Act, 2013. The provisions of Section 186 are not applicable to the company.

5. The Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 during the year.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

7. (i) According to the records provided to us, the company is generally regular in depositing undisputed statutory dues including provident fund, Income Tax, service tax and Tax deducted at source with the appropriate authorities. However we have observed delays in remitting sums in respect of Tax deducted at source.

(ii) According to information and explanations given to us, there are no undisputed dues that were not deposited with the concerned authorities.

8. The Company has not availed any term loan form the bank or financial institutions. Hence the reporting on default in repayment thereof does not arise.

9. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) or by way of term loans during the year. Hence reporting on utilization of such money does not arise.

10. To the best of our knowledge and belief and according to the information and explanations given to us, during the year, no fraud by the Company and no material fraud on the Company by its officers or employees were noticed or reported during the course of our audit.

11. No managerial remuneration has been paid or provided during the year.

12. According to the information, explanations and Management representation given to us and based on our examination of the records of the Company, there were no related party transactions entered into by the company during the year.

13. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

14. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them.

15. The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and has obtained the registration.

16. In our opinion and according to the information and explanations given to us, the nature of the Companys business/ activities during the year has been such that clauses (ii) (regarding inventory) and (xii) (regarding Nidhi Company) of paragraph 3 of the Companies (Auditors Report) Order, 2016 are not applicable to the Company for the year.

Place: Chennai M/s. Kalyanasundaram & Co.,
Date: 29 May 2018 Chartered Accountants
C.P. Govardhan
Partner
Membership No. 218363

"Annexure B" to the Independent Auditors Report

1. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Upasana Finance Limited, Chennai ("the Company") as at 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the period ended on that date.

2. Managements Responsibility for Internal Financial Controls with reference to Financial Statements

The Companys Management is responsible for establishing and maintaining internal financial controls with reference to financial statements 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls with reference to financial statements that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective 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.

3. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting with reference to financial statements based on our audit. We conductedour 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 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 with reference to 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 system with reference to financial statements over financial reporting and their operating effectiveness. Our audit of. internal financial controls over financial reporting with reference to financial statements included obtaining an understanding of internal financial controls over financial reporting with reference to 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 judgement, 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 with reference to financial statements over financial reporting with reference to financial statements.

4. Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control with reference to financial statements 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 with reference to financial statements over financial reporting includes those policies and procedures that;

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

II. 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 authorisations of management and directors of the company; and

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

5. Inherent Limitations of Internal Financial Controls over Financial Reporting with reference to Financial Statements

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

6. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting with reference to 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.

Place: Chennai For M/s. Kalyanasundaram & Co.,
Date: 29 May 2018 Chartered Accountants
C.P. Goveirdhan
Partner
Membership No. 218363