To,

The Members of SRESTHA FINVEST LIMITED

Report on the Financial Statements

I have audited the accompanying financial statements of SRESTHA FINVEST LIMITED, which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company's 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.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit.

I 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 there under.

I have conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that I 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 auditor's 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 Company's 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid 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, 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 flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order,2016(“the Order”),as amended, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, I give in the “Annexure A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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 of my knowledge and b e l i e f w e r e necessary for the purposes of my audit.

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

d) In my 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 adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls is attached as separate report in “Annexure B”.

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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

“Annexure A” to the Independent Auditors Report

Referred to in paragraph 1 under the heading “Report on Other Legal & Regulatory Requirement” of my report of even date to the financial statement of the company for the year ended 31/03/2016:

1. In respect of its fixed assets:

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

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in my opinion, is reasonable having regard to the size of the company and its nature of its business. Pursuant to the program a portion of fixed assets have been physically verified by the management of the company during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

( c) There are no immovable properties in the company.

2. In respect of its inventories:

There are no inventories in the Company during the year.

3. In my opinion, the Company has not granted any loan, secured or unsecured to companies firms, Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3 (iii) (a) to ( c) of the order are not applicable to the company and hence not commented upon. There are however regular business transactions and prima facie are not prejudicial to the interest of the company.

4. In my opinion and according to the information and explanation given to me, the company has complied with the provisions of sec 185 and 186 of the Companies Act, 2013 In respect of loans, investments', guarantees, and security.

5. The company has not accepted any deposits from the public and hence the directives issue by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6. I have been informed by the management that the Central Government has not prescribed maintenance of cost records under (1) of section 148 of the Companies Act, 2013 in respect of activities carried on by the Company.

7. In Respect of Statutory Dues:

a. According to information and explanations given to me and on the basis of my examination of the books of account, and records, the company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to the information and explanation given to me, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the yearend for a period of more than six months from the date they became payable.

b. According to the information and explanations given to me, there are no reportable dues or disputes under the relevant clause.

8. In my opinion and according to the information and explanations given by management, I am of the opinion that the company has not defaulted in repayment of the dues to financial institutions or bank or debenture holders.

9. Based on the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3(ix) of the Oder are not applicable to the company and hence not commented upon.

10. Based on the audit procedures performed and the information and explanations' given by the management, I report that no fraud by the company or on the company by its officers or employees have been noticed or reported during the year.

11. Based on 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 as mandated by the provisions of section 197 read with Schedule V of the Companies Act 2013.

12. In my opinion, the company is not a Nidhi company. Therefore the provisions of the clause 4 (xii) of the order are not applicable to the company.

13. In my opinion, all transactions with the related parties are in compliance with the section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statements as required by the applicable accounting standards.

14. Based on 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 Oder are not applicable to the company and hence not commented upon.

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

16. In my opinion, the company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of the clause 3(xvi) of the Oder are not applicable to the company and hence not commented upon.

“Annexure B” to the Independent Auditors Report of the even date on the financial statements of Srestha Finvest Limited. Report on the Internal Financial Controls under clause (i) of sub-section 3 of the section 143 of the Companies Act, 2013 (“the Act”)

I have audited the internal financial controls over the financial reporting of Srestha Finvest Limited (“the Company”) as of March 31st, 2016 in conjunction with my audit of financial statements of the company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on established criteria of the company based on essential components of internal controls stated by Guidance note issued ICAI in this regard. This responsibility also includes 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 company’s policies, the safeguarding of 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

My responsibility is to express an opinion on the company’s internal financial controls over the financial reporting based on my audit. I conducted my audit in accordance with 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 ICAI. Those standards and the guidance note require that I comply with ethical requirements an 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 al material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining and understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exits 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 risks of material misstatements of the financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over financial reporting

A company’s 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 company’s internal financial control over financial reporting included those policies and procedures that ( 1 ) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of 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 receipt 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 company’s assets that could have a material effects on the financial statements.

Inherent Limitations of Internal financial controls over financial reporting

Because of the inherent limitation 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 the future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedure may deteriorate.

Opinion

In my opinion, the company has, in all material respects has an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on established policies of the company based on essential components of internal controls as stated in Guidance note issued by ICAI in this regard.

For K Subramanyam & Co.

Chartered Accountants

Firm Reg. No. 004146S

K Subramanyam

Place: Chennai Proprietor

Dated: 30/05/2016 MembershipNo.023663