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)specifiedundersection¥3(10)of1heCompaniesAct,20j3. Ourresponsibilitiesordert
hose

StandardsarefurtherdescribedintheAuditor’sResponsibilitiesfortheAuditoftheIndASfinancial
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 Auditor’s Report Thereon

The Company's 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 auditor’s 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 Company's 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 Company's
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 Company’s financial
reportingprocess.

Auditor’s 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
auditor’s 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 management’s 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 Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s 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 auditor’s 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 (Auditor's 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 Company’s internal financial controls over financialreporting.

(g) 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 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

(Firm’s Registration No. 003175N)

Sd/-

Pravin Kumar Jha

Partner (M no. 506375

Place: New Delhi

Date: 30/05/2024

UDIN: 24506375BKCFSG4034