We have audited the accompanying financial statements of Ganesh Holding Limited ("the Company¹’),
which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in
Equity for the year then ended, and 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 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 Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 20 15, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its loss
, total comprehensive income, its cash flows and the changes in equity for the year ended on that
date.

Basis of Opinion
Emphasis of Matter

l.RBI has cancelled the license of NBFC due to non-compliance of notification given below:

t

NBFCs are required to obtain a certificate of registration to commence/ carry on business of NBFC in
terms of section 45-1A of the RBI act 1934. The said section also prescribes the minimum net owned
funds (NOF ) requirement in term of notification no. DNBS 132 CGM (VSNM ) -99,dated April 21
1999 the minimum NOF requirement for new companies that were already in existence before 21 April
1999 was retained at Rs.25 lacs given the need for strengthening the finance sector and technology
adoption and in view of increasing complexities of services offered by NBFCs it shall be mandatory
for all the NBFCs to attain a minimum NOF of Rs.200/- Lakh by the end of March 2017 as per
milestones given below:

Rs.100/- Lakh by end of March 2016
Rs.200/- Lakh by end of March 2017

However, has filed an appeal against the same with Ministry of finance Delhi on 26-10-2018 which
was heard on 05-09-2019 and an order dated 24-07-2020 received from Ministry of Finance stating
that RBI may review its order cancelling the COR of the Company. RBI heard the company twice and
as per instruction of the RBI company submitted fresh NOF certificate on 31-03-20-23 from the
statutory auditor along with audited annual report as on 31 -03-2023 to RBI Now RBI has issued review

order date 17-11-2023 and declared not to go ahead with the cancellation proceeding initiated and the
NBFC CoR no. 13.00777 issued to company dated 25-05-1998 under section 45-IA of RBI Act 1934
is restored w.e.f. 17-11-2023

We conducted our audit of the financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor's Responsibility for the Audit of the Finance
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 (ICAI) together with
the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the! CAi’s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement were of most significance in
our audit of the standalone financial statements for the financial year ended 31^st March 2024. We have
determined that there are no key audit matters to communicate in our report

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors and management is responsible for the other information. The other
information comprises the information included in the Director's report, Management discussion &
Analysis and Business responsibility report, but does not include the financial statements and our
auditor's report thereon. Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing - consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated if, the work we have performed, we conclude that there is misstatement of
this other information we are required to report that fact. We have nothing to report in this regard.

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 Act
with respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the 1ND AS and other accounting principles
generally accepted in India. 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 operati n g: effectively
for ensuring the accuracy and completeness of the accounting records, relevant fo the preparation
and presentation of the financial statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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 inten ds to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.The Board of Directors are also
responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial 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 misstatement when it exists.
Misstatements can arise from fraud or 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 financial statements. 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 sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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 such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the man

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 related disclosures in the 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. ..

Evaluate the overall presentation, structure and content of the financial statements, including fhe disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that

materiality is the magnitude of misstatements in the financial statements that individually or in aggregate
makes it probable that the economic decision of a reasonably knowledgeable user of financial statement
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope
of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statement

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 requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("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 paragraphs 3 and 4 ofthe Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 book

The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

c) In our opinion, the aforesaid financial statements comply with the Ind AS specified under

Section 133 ofthe Act. '

d) On the basis of the written representations received from the directors as on March 31,
2024 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31. 2024 from being appointed as a director in terms of Section 164(2) of the
Act.

e) 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 ", Our report expresses opinion on the adequacy and operating
effectiveness of such control the other matters to be included in the Auditor's Report in
accordance with the requirements of section 197(16) of the Act, as Amended, in our
opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.

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, as amended in our
opinion and to the best of our information and according to the explanations given to us:

1) As per information and explanation given to us Company does not have any pending
litigation, which would impact of its financial position as at 31-03-2024.

2) The Company Did not have any long-term contract including derivative contract for
which there were any material foreseeable losses as at 31-03-2024.

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

(a ) The management has represented that to the best of its knowledge and belief, no
funds which are material either individually or in the aggregate) have been received by
the company from any person or entity, including foreign entity (“funding parties ) with
the understanding whether, recorded in writing or otherwise that the Company Shall
whether directly or indirectly, lend or invest in other person or entities identified in any
manner whatsoever by or on behalf of funding party (“ultimate beneficiaries”) or
provide any guarantee, security or the like on the behalf of ultimate beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
the representation under sub-clause (i) and (ii) of rule 11 (e), as provided under clause 9
(a) and (b ) above contain any material misstatement.

4) There has been no dividend declared or paid by the Company during the year under audit.

5) Based on our examination, which include test checks the company has used accounting software
For maintaining its book for the financial year ended march 31,2024 which has a feature of
recording audit trial (edit log 0) facility but the company has not implemented it.

6) As provision to rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable from April 1,
2024, reporting under rule 11 (g) of the companies (audit and auditors) rules, 2014 on preservation
of audit trial as per the statutory requirement for records retention in not applicable for the
financial year ended March 31,2024

For Chaturvedi Sohan

Chartered Accountantyfex A&m

^r(f( WMBAI j|J

CA. Sohan Chaturvedi^^^

Partner

Membership No. 030760
UDIN: 24030760BKJQNH8391
Place: Mumbai
Date: 30-05-2024