We have audited the accompanying Financial Statements of Prism Finance Limited (the Company), which comprise the
Balance Sheet as at March 31,2024, 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
(hereinafter referred to as the Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of
the matter described in the Basis for Qualified Opinion section of our report, 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 accounting standards prescribed under section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, 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, the profit and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The company has an investment in unquoted shares of company whose carrying value is Rs. 100 lakhs as at
March 31,2024. However, as per the latest available audited financials of the company as at March 31,2023, the
net worth of the company has been negative. However, the company has not recognized the effect of the same
in its Statement of the Profit and Loss. Hence, the profit (loss) and the investments (assets) are overstated to that
extent.

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (‘SAs'), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor's
Responsibilities for the Audit of the Financial 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 ouraudit of the Financial Statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAl's
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our qualified audit opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Financial Statements for the financial year ended March 31,2024. These matters were addressed in the context of our
audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the ‘Basis for Qualified Opinion' section, we have
determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the ‘Auditor's responsibilities for the audit of the Financial Statements'
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results
of our audit procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying Financial Statements.

Other Matter

1. We have been appointed during the current financial year to fill in the casual vacancy caused by the resignation of
the outgoing auditor dated July 19, 2023. Further, the quarterly results for the previous quarter ended June 2023
have been reviewed by the predecessor auditor whose limited report review report dated August 14, 2023 has
expressed an unmodified conclusion.

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

The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, 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
so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Financial Statements

The Company's Management and Board of Directors are 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 Ind AS and the 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 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 estimates that are reasonable and prudent; and the 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.

In preparing the Financial Statements, the Management and Board of Directors are 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 the Board of Directors either intends 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 Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:

* Identify and assess the risks of material misstatement of the Standalone 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 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 management.

* 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 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.

* Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements 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 statements.

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 Standalone Financial Statements for the financial year ended March 31, 2024, 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 Section 143(3) of the Act, we report that:

a. I have sought and obtained all the information and explanations which to the best of my knowledge and belief
were 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 it
appears from my examination of those books.

c. The company's balance sheet and the statement of profit and loss account dealt with by this report are in
agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements, subject to the matters mentioned in the ‘Basis for
Qualified Opinion' para above, comply with the Ind AS specified under Section 133 of the Act, read with
relevant rules issued there under;

e. On the basis of the written representations received from the directors taken on record by the Board of
Directors, none of the directors is disqualified as on undefined 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 my separate Report in “Annexure A”.

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 my opinion and to the 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 does not have any long-term contracts, including derivative contracts having any
material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended undefined.

iv. (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 advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person or entity, including foreign entity (“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 identified in any manner whatsoever by or on behalf of the

Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(b) 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 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 Beneficiaries.

(c) Based on such audit procedures that I have considered reasonable and appropriate in the
circumstances, nothing has come to my notice that has caused me to believe that the representations
under both sub-clauses mentioned above contain any material mis-statement.

v. The company has not proposed or declared any dividend during the year.

vi. Based on our examination which included test checks, the company has not used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility. Further, during the course of our audit we did not come across any instance of audit trail feature
being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024.

h. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements
of sub-section (16) of Section 197 of the Act, as amended, we report that to the best of our information and
according to the explanations given to us, remuneration paid by the Company to its directors during the year
is in accordance with the provisions of Section 197 of the Act.

2. 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 B a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For H K Shah & Co.,

Chartered Accountants
FRN : 109583W

H K Shah

Partner

Place : Ahmedabad M.No.: 042758

Date : May 30, 2024 UDIN -24042758BKBJGH1542