Auditor Report of Aadi Industries Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Aadi Industries Limited (‘the Company’), which
comprises the Balance Sheet as at 31^st March 2024, the statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity and statement of cash flows for the year then ended,
and notes to financial statements, including a summary of the significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations give 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 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 31^st March, 2024 and its loss and its cash flows for the year ended
on that date.

Basis for Qualified Opinion

The company has discontinued the recognition of interest while calculating the amortized cost of the
borrowings, which is in violation of Effective Interest Method (EIM) and Effective Interest Rate (EIR)
principles and concepts underpinning the Amortised Cost measurement.

At the year-end company has measure the financial liability i.e. borrowings at Rs 4,608 based on the statement
of accounts received from the bank. However, the payable to bank is subject to confirmation and adjustment,
if any, required upon such confirmation. Pending such confirmation, the effect thereof on interest and penal
interest on the financial statement is not ascertainable.

Material uncertainty related to Going Concern

We draw attention to note 24 of the financial statements, which indicates that the Company has incurred a loss
after tax of Rs. 9.18/- Lakhs and Rs. 17.69/- Lakhs for the year ended 31^st March 2024 and 31^st March 2023
respectively. There has been significant decline in the key financial ratios on account of the persistent loss in
preceding previous years.

In the opinion of the Company, based on the reasons mention in note no 24 company expects to realise its
assets and discharge its liabilities in the normal course of business and hence the financial statements have
been prepared on a going concern basis.

The said assumption of going concern is inter-alia dependent on the Company’s ability to achieve
improvements in liquidity and turnaround in its business operations. Though a material uncertainty exists on
the Company’s going concern assumption, Company’s management is of the view that there are mitigating
factors to such uncertainties including discussions with infusion of funds by promoters, orders on hand etc.

Our conclusion on the financial statement is not modified in respect of this matter.

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 of the current period. 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. Refer basis of opinion and emphasis of matter paragraph for key audit matter during
the year under consideration. Other than that there has been no Key Audit Matter identified given the fact of
no or minimum business operations of the Company.

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

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual 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 and will 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 during the course of our 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.

Management’s Responsibility for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5)
of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation 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 Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended 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 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, 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 management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

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 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 with
reference to financial statements 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 a bility 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 the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

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 Section 197(16) of the Act, we report that the Company has paid remuneration if any
to its directors during the year in accordance with the provisions of and limits laid down under Section
197 read with Schedule V to 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
A” a statement on the matters specified in the paragraph 3 and 4 of the order.

3. 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 our audit of the accompanying financial statements.

b. Except for the matters described in the basis of qualified opinion paragraph, 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 books;

c. Except for the matters described in the basis of qualified opinion paragraph, the financial statements
dealt with by this Report are in agreement with the books of account;

d. Except for the effects of the matter described in the basis of qualified opinion paragraph, in our opinion,
the aforesaid financial statements comply with the Indian Accounting Standards prescribed under
Section 133 of the Act

e. On the basis of the written representations received from the directors as on 31^st March 2024 taken on
record by the Board of Directors, none of the directors is disqualified as on 31^st March 2024 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 our separate report in “Annexure B”; and

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 to us:

1. The Company does not have any pending litigations as on 31^st March, 2024 which would impact
its financial position other than that mentioned in the basis of opinion paragraph and disclosed in
the financials;

2. The Company has made provision, as required under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term contracts including derivative contracts.

3. There has been no delay in transferring amounts required to be transferred to the Investor Education
and Protection Fund.

4. The management has represented that, to the best of its knowledge and belief, no funds 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 persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:

- Directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

- Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

5. 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 (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall:

- Directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

- Provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries;
and

6. Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under
subclause (g) (4) and (g) (5) contain any material mis-statement.

7. Based on our examination, which included test checks and in accordance with the requirements of
the Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014, the Company has not used accounting software for maintaining its
books of account, which has a feature of recording an audit trail (edit log) facility.

For RAK CHAMPS & CO LLP.

CHARTERED ACCOUNTANT

Firm Registration No. 131094W

RAMANATHA SHETTY

M. No. 218600

UDIN: 24218600BKBWHA5787

Place: Mumbai

Date: 29/05/2024

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Mar 31, 2014

I have audited the accompanying financial statements of AADI INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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

Management of the company is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular No. 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

My responsibility is to express an opinion on these financial statements based on our audit. I have conducted the audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 Auditors'' 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 control relevant to the Company''s preparation and fair presentation of the financial statements 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 management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidences I have obtained are sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the 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, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss 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 (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, I give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, I report that:

a. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report 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 subsection (3C) of section 211 of the Companies Act, 1956, read with with the General Circular No. 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT.

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of my report of even date to the members of AADI INDUSTRIES LIMITED on the financial statements the year ended on 31st March, 2014.

(i) (a) I have been informed that the company has maintained records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets and as informed no material discrepancies were noticed on such physical verification.

(c) In my opinion and according to information and explanations given to me, there was disposal of fixed assets i.e. factory building during the year thereby affecting the going concern of the company.

(ii) (a) As informed to me by the management, the inventory has been lost by theft during the year. Hence, there is no stock for the year under consideration.

(b) The procedures explained to me, which are followed by the management for physical verification of inventories, are in my opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In my opinion and according to the explanations given to me, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification.

(iii) (a) According to the explanations given to me, the Company has not granted any secured or unsecured loans to parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence provisions of clause 4(iii) (b) to (d) of the Order are not applicable to the Company.

(b) According to the explanations given to me, the Company has taken unsecured loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,88,22,126/-. and the year end balance of Loan taken from such party was Rs. 5,11,19,801/-.

(c) The terms and conditions fixed on loans taken from the parties listed in the register maintained under section 301 of the Companies Act 1956, are not prejudicial to the interest of the Company.

(d) In my opinion and according to the information and explanations given to me, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(iv) In my opinion and according to the information and explanations given to me, there exist an adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and as in formed to us, the company is not engaged in the sale of services. During the course of the audit, I have not observed any major weakness or continuing failure to correct any major weakness in internal control system of the company in respect of these areas.

(v) (a) In my opinion and according to the information and explanations given to me, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered.

(b) In my opinion and according to the information and explanations given to me, there are no such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

(vi) In my opinion and according to the information and explanations given to me, the provisions of sections 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules - 1975 are not applicable to the company in the year under consideration.

(vii) In my opinion and as per the explanations given to me, the company has an internal audit system commensurate with the size and nature of its business.

(viii) As explained to me the Central Government has not prescribed any maintenance of cost record under section 209(1)(d) of the Companies Act, 1956 to the Company.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to me, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including, provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it at the year end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to me and the records of the company examined by me, there are no disputed dues in respect of any statutory dues.

(x) The Company has incurred cash loss of Rs. 13,01,05,774/- during the financial year covered by our audit and Rs. 74,13,198 /- the immediately preceding financial year.

(xi) In my opinion and according to the information and explanations given to me, the company has defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to me and based on the documents and records produced before me, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In my opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In my opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In my opinion and according to the information and explanations given to me the Company has not given guarantees for loans taken by others from bank or financial institutions.

(xvi) In my opinion and according to the information and explanations given to me, the term loans are being applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to me and on an overall examination of the balance sheet and the cash flow of the company, no short-term funds have been used to finance long-term assets.

(xviii) According to the information and explanations given to me, the company has not made preferential allotment of shares to Promoters and Promoters group covered in the register maintained under section 301 of the Act.

(xix) The company has not received any money through Public Issue of Debentures.

(xx) The company has not raised any money by public issues during the year.

(xxi) During the course of my examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to me, I have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have I been informed of any such case by the Management.

For K.S. SUBRAHMANYAM CHARTERED ACCOUNTANT

Sd/-

K.S. SUBRAHMANYAM PROPRIETOR M.No. 018630

Place: MUMBAI Date: 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

I have audited the accompanying financial statements of AADI INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and 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

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

My responsibility is to express an opinion on these financial statements based on our audit. I have conducted the audit in accordance with the Standards o,n Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that. 1 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 Auditors'' 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 control relevant to the Company''s preparation and fair presentation of the financial statements 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 management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidences 1 have obtained are sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the 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, 2013;

(b) in the case of the Statement of Profit and Loss, of the Loss 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 (Auditors'' Report) Order, 2003 (''the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, I give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, I report that:

a. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in my opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; !

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT,

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of my report of even date to the members of AADI INDUSTRIES LIMITED on the financial statements the year ended on 31st March, 2013. .

(i) (a) i have been informed that the company has maintained records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets and as informed no material discrepancies were noticed on such physical verification.

(c) In my opinion and according to information aid explanations given to my, there was no disposal of a substantial part of fixed assets during the year.

(ii) (a) As informed to me, the inventory has been physically verified during the year by the management. In my opinion, the frequency of verification is reasonable.

(b) The procedures explained to me, which are followed by the management for physical verification of inventories, are in my opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In my opinion and according to the explanations given to me, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification.

(iii) (a) According to the explanations given to me, the Company has not granted any secured or unsecured loans to parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence provisions of clause 4(iii) (b) to (d) of the Order are not applicable to the Company.

(b) According to the, explanations given to me the company has taken unsecured loans from two party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.7,03,67,196/-. and the yearend balance of Loans taken from such party was Rs.6,88,22,126/-.

(c) The terms and conditions fixed on loans taken from the parties listed in the register maintained under section 301 of the Companies Act 1956, are not prejudicial to the interest of the Company.

(d) In my opinion and according to the information and explanations given to me, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(iv) In my opinion and according to the information and explanations given to me, there exist an adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of the audit, I have not observed any major weakness or continuing failure to correct any major weakness in internal control system of the company in respect of these areas.

(v) (a) In my opinion and according to the information and explanations given to me, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered,

(b) in my opinion and according to the information and explanations given to me, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices prevailing market prices at the relevant time.

(vi). In my opinion and according to the information and explanations given to me, the provisions of sections 58A and 58 A A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules - 1975 are not applicable to the company in the year under consideration.

(vii) In my opinion and as per the explanations given to me, the company has an internal audit system commensurate with the size and nature of its business.

(viii) As explained to me the Central Government has not prescribed any maintenance of cost record '' under section 209(1 )(d) of the Companies Act, 1956 to the Company.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to me, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including, provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it at the yearend for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to me and the records of the company examined by me, there are no disputed dues in respect of any statutory dues.

(x) The Company has incurred cash loss of Rs.74,13,198/- during the financial year covered by our audit and Rs. 1,59,85,946/- the immediately preceding financial year.

(xi) In my opinion and according to the information and explanations given to me, the company has defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to me and based on the documents and records produced before me, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In my opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In my opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In my opinion and according to the information and explanations given to me the Company has not given guarantees for loans taken by others from bank or financial institutions.

(xvi) In my opinion and according to the information and explanations given to me, the term loans are being applied for the purpose for which they were raised.

(xvii) According to the information and explanations given, to me and on an overall examination of the balance sheet and the cash flow of the company, no short-term funds have been used to finance long-term assets.

(xviii) According to the information and explanations given to me, the company has not made preferential allotment of shares to Promoters and Promoters group covered in the register maintained under section 301 of the Act.

(xix) The company has not received any money through Public Issue of Debentures.

(xx) The company has not raised any money by public issues during the year.

(xxi) During the course of my examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to me, I have neither come across any instance of fraud on or by the Company, noticed or reported during the ypar, nor have I been informed of any such case by the Management.

For K.S. SUBRAHMANYAM

CHARTERED ACCOUNTANT

K.S. SUBRAHMANYAM

PROPRIETOR

M.No. 018630

Place: MUMBAI

Date: 30/05/2013

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. AADI INDUSTRIES LIMITED, as at 31st March 2010, the Profit and Loss Account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which is to the best of our knowledge and belief, were necessary forthe purpose of ouraudit.

(ii) 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 these books.

(ii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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 31st March, 2010.

b) In the case of the profit and loss account, 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.

ANNEXURE TO THE AUDITORS REPORT Re: Aadi Industries Limited Referred to in paragraph 3 of our report of even date,

(i) (a) We have been informed that the Fixed Assets Register showing full particulars, including quantitative details and situation of Fixed Assets is maintained.

(b) All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) During the year, the Company has not disposed off any of the Plant & Machinery and hence has not affected the going concern status of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has taken loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was 53.73 Lacs & the year end balance of Loans Taken from such parties was 51.62. The Company has not granted any loans to parties covered in the Register maintained Under 301 of the Companies Act, 1956, hence this Clause is not applicable.

(b) There are interest free advances in the nature of loans to the employees which are being recovered / adjusted regularly.

(c) There are no terms and conditions fixed on loans taken from the parties listed in the register maintained under section 301 of the Companies Act 1956 to that extent they are prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained Under Section 301 of the Companies Act, 1956 have been entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of Sections 58Aand 58AAof the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

(vii) The Company does not have any formal internal audit system but we are convinced that control procedures instituted by the management ensure reasonable internal checking of its financial and other transactions.

(viii) As explained to us, the Central Government has not prescribed any maintenance of cost record under Section 209(1 )(d) of the Companies Act, 1956 to the Industry Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31-03-2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

(x) The Company has not incurred cash loss during the financial year covered by our audit. In the immediately preceding

financial year, the Company had incurred cash loss.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment

of dues to banks orfinancial institutions.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of the Companies (Auditors Report) Order, 2003 are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi- mutual benefit fund/society. Therefore, the provisions of clause 4 of the aforesaid order are not applicable to the Company.

(xiv) In our opinion, the Company has not dealt or traded in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the aforesaid order are not applicable to the Company.

(xv) As per the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks orfinancial institutions.

(xvi) In our opinion, the term loans are being applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no long term funds have been used to finance short term assets except permanent working capital.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. The price at which the shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company has not issued debentures during the year under review. Accordingly, the provisions of clause 4 (xix) of the aforesaid order are not applicable to the Company.

(xx) The Company has not received any money by way of public issue during the year. The Company is in the process of utilizing the funds received through preferential allotment of shares to the Promoters.

(xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



For SUNDERJI GOSAR & CO

Chartered Accountants.

(Firm Reg No 115543W)

ALPESH K. SAVLA

PARTNER

(M. No. 47828.)

Place: Mumbai

Dated: 28,th May 2010