Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Compa- nies Act, 2013 ("the Act") with respect to the preparation of the 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 responsi- bility 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and esti- mates that are reasonable and prudent; and design, implementation and maintenance of adequate inter- nal 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.

Auditor's 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 there under.

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 au- dit to obtain reasonable assurance about whether the financial statements are free from material mis- statement.

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 auditor's judgment, including the as- sessment of the risks of material misstatement of the financial statements, whether due to fraud or er- ror. In making those risk assessments, the auditor considers internal financial control relevant to the Company's 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 appropriate- ness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We be- lieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our au- dit opinion on the financial statements.

Opinion

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 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, 2015

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

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), as issued by Cen- tral Government of India in terms of sub section (11) of section 143 of Companies Act, 2013 (18 of 2013) we hereby give in the Annexure 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 purpose 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Re- port are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 ; and

e. on the basis of written representations received from the directors as on 31st March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Com- panies Act, 2013.

f. with respect to the other matters to be included in the Auditor's 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:

1. The Company does not have any pending litigations which would impact its financial posi- tion;

2. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

3. As represented by the company, there is no amount required to be transferred to Inves- tor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of

our Report of even date to the members of S R G SECURITIES FINANCE LIMITED on the financial

statements for the year ended 31st March, 2015]

1. a) The Company is maintaining proper records showing full particulars including quantitative de- tails and situation of fixed assets.

b) Fixed Assets have been physically verified by the management during the year and no discrep- ancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

2. According to the information and explanations given to us, the Company has not having any Inven- tory and therefore paragraph 2 of the Order is not applicable.

3. According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Com- panies Act, 2013; and therefore paragraph 3 of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed asset. Further, on the basis of our examina- tion of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. The Company has not accepted any deposits from the public, within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under.

6. As informed to us, the Central Government has not prescribed maintenance of cost records 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 records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in- cluding provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2015.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, wealth tax, service tax, customs duty and cess as at 31st March 2015, which has not been deposited on account of dispute.

c) According to the information and explanations given to us and records of the Company examined by us, in our opinion, there are no amounts payable to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules there under.

8. The Company has no accumulated losses as at 31st March, 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the information and explanations given to us and records of the Company examined by us the company has not defaulted in repayment of dues to any financial institution or bank at the Bal- ance Sheet date.

10. In our opinion, and according to the information and the explanation given to us, the com- pany has not given any guarantee for loans taken by others from banks or financial institu- tions during the year;

11. The Company has not obtained any Term loan during the year so this para of order is not applicable.

12. Based on the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

13. As per NBFC ( Reserve Bank of India) Directions, 1999, we report that:

a) The Company has been allotted registration from RBI, Jaipur as per section 14 I A of the Reserve Bank of India Act, 1934.

b) The Company is entitled to hold COR in terms of its Assets/ Income pattern as on March 31, 2015.

c) In case of Non Banking Finance Company, not accepting public deposit:-

i. ) The Board of Directors has passed resolution for not accepting public deposit.

ii. ) The Company has not accepted any public deposit during the year 2014-2015.

iii. )The Company have complied with prudential norms relating to the income recog- nisation, accounting standards, assets classification and provisioning for bad and doubtful debts as applicable it.

                                          For Valawat Jha Pamecha & Co.
                                                 Chartered Accountants
                                                        (FRN 008265 C)

Place: Udaipur
Dated: 25/05/2015
                                                       Sd/-
                                                       (Jinendra Jain)
                                                       Partner
                                                       M.No. 072995