Auditor Report of ACE Edutrend Ltd.

Mar 31, 2024

We have audited the standalone financial statements of Ace Edutrend Limited (“the
Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, and the
Standalone Statement of Profit and Loss (including other comprehensive income),
Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the
year then ended, and notes to the standalone financial statements, including a summary of
the significant accounting policies and other explanatory information (hereinafter referred to
as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone 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, and loss and other comprehensive income, changes in
equity and its cash flows for the year ended on that date subject to the matters described
under “ Basis for Qualified Opinion” section of our report

Basis for Qualified Opinion

a) . In the absence of appropriate evidence and underlying

documents/agreements/contracts or independent report of the third party authority
we are unable to comments on the appropriateness of the Loan & Advances, Trade
receivables and Trade Payables.

b) . We draw your attention that in the absence of Fixed Asset Register and no physical

verification report by the management / third party, we are unable to comment on the
existence of the Fixed Assets.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor’s Responsibilities for the Audit of the Standalone 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 our audit of the standalone 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 the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our qualified opinion.

Key Audit Matters

The 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.

Note 15(c) to the Standalone Financial Statements- “Provision for Contingencies” as at
March 31, 2024 the Company has exposures towards litigations relating to various matters
as set out in the aforesaid Notes.

Significant management judgment is required to assess such matters to determine the
probability of occurrence of material outflow of economic resources and whether a
provision should be recognized, or a disclosure should be made. The management judgment
should also supported with legal advice in certain cases as considered appropriate.

As the ultimate outcomes of the matters are uncertain and the positions taken by the
management are based on the application of their best judgment relating to interpretation of
law regulations, it is considered to be a Key Audit Matter.

Other Information

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 standalone financial statements and our auditors’
report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statement 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.

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 Companies Act, 2013 (“the Act”) with respect to the preparation of these IND AS
financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards(IND AS) specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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 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 standalone financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

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

Auditor’s Responsibility

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 user taken on basis of these
standalone financial statements.

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

i. Identify and access the risk of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risk, 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.

ii. 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 standalone
financial statements in place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

iv. 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.

v. 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

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 safeguard.

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
Companies Act, 2013, we give in the ‘Annexure A’, 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 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 books.

c) The Balance Sheet, the Statement of Profit and Loss (including other
comprehensive income), the statement of change in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account,
subject to the matter described under “basis for qualified opinion”section of our
report.

d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

e) 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.

f ) According to the information and explanation given to us, the company had not
paid managerial remuneration thus Section 197 of the Companies Act.2013
is not applicable.

f) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness
of such controls, refer to our separate Report in “Annexure B”.

3. 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:

i. The Company has disclosed pending litigations on its financial statements
Refer point 15 (c ) of the financial statement.

ii. The Company did not have any long-term contracts including derivative
contracts for which there were 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.

iv. (a) The management has represented that to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, 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, whether, directly or indirectly lend or invested in other person 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 other than as disclosed in the notes to the accounts, no funds have been
received by the company from any person or entities including foreign entities
(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 the funding party (ultimate beneficiaries) or provide any Guarantee,
security or the like on behalf of the ultimate beneficiaries and

(c) based on such 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 representations, as provided under (a) and (b) above,
contain any material misstatement.

d) Based on our examination,which included test checks, the company has
used accounting software for maintaining its books of accounts for financial
year ended March 31^st 2024 , Which has feature of recording Audit Trails
(Edit Log ) facility and same has operated through out the year for all relevent
transaction recorded in the software. Further during the course of the our audit

we did not come across any instance of the audit trails features be tempered
with.

For Asha & Associates
Chartered Accountants
FRN:024773N

CA Asha Taneja

M.No. 096107

UDIN: 24096107BKFNHC2414

Place: New Delhi
Date: 28/05/2024

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Mar 31, 2014

1. We have audited the accompanying financial Statement of ACE EDUTREND LIMITED (the "company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss Account and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs) and in accordance with the 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

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fairview 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 31 st March, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by Section 227(3) of the Act, we report that;

(a) We have 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 books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO THE AUDITORS'' REPORT OF ACE EDUTREND LIMITED

REFERRED TO IN OUR REPORT OF EVEN DATE

1. In Respect of Fixed Asset

a) The Company Is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (2) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. 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 activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

7. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, the undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2014 for the period of more than six month from the date of becoming payable except the Income tax of Rs.8641246/-as on 31st March, 2014.

b) The Company doesn''t have any disputed dues of Sales Tax/lncome Tax/Customs/Wealth Tax/Excise Duty/Cess, etc. which have not been deposited.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. During the course of our 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 us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For PVR- N & Co. Chartered Accountants Pradeep Kumar Jindal Partner Place: New Delhi M. No.:082646 Date: 30th May, 2014 F. Regn No.: 004062N

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ACE EDUTREND LIMITED. as at 31st March, 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principals' 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.

3. As required by the Companies (Auditor's 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 matter specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanation, which to the best of our Knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the Directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012, from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) 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 principals generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012 and

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date.

iii) In the case of Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and location of its Fixed Assets.

(b) All the Fixed Assets have been physically verified by the Management during the year according to regular programme of verification which, in their opinion, is reasonable having regard to the size of the Company and nature of its assets.

(c) During the year, the Company has not disposed off any plant and machinery.

2. There were no stock of inventories during the year so no need for physical verification.

3. The Company not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or form the Companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act. 1956.

4. 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 nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

6. In our opinion and according to the information and explanations given to us, the Company has not to be complied with the provisions of Sections 58A and 58AA of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits, as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labours and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained.

9. (a) According to the records of the Company, 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 statutory dues applicable to it.

(b) According to the information and explanations given to us, an amount of Rs. 18,50,775/- payable in respect of income-tax was outstanding, as at 31.03.2012 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses and it has not incurred cash losses during the current financial year covered by our audit and the immediately preceding financial year

11. 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 registers maintained u/s 301 of the Companies Act, 1956

12. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, banks or debenture holders.

13. Based on our examination of documents and records, we are of the opinion that the Company is not required to maintain any records, as the Company has not granted any loans and advances on the bases of security by the way of pledge of shares, debentures and other securities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds, Nidhi's, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company is not having any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. During the period covered by our Audit Report The Company has made no allotment of shares.

19. During the period covered by our Audit Report, the Company has not issued any debentures. The Company has not created any security in respect of debentures issued.

20. That we have not to verify the end use of money as no money was raised by public issues.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For PVR-N & Co.

Chartered Accountants

sd/-

CA Pradeep Kumar Jindal

Partner

Place: New Delhi M.No. 82646

Date: 31.08.1012 Firm No-0040624N

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Mar 31, 2011

1. We have audited the attached Balance Sheet of ACE EDUTREND LIMITED. as at 31st March, 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principals’ 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.

3. As required by the Companies (Auditor’s 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 matter specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanation, which to the best of our Knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the Directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011, from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) 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 principals generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011 and

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date.

iii) In the case of Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1(a) The Company has maintained proper records showing full particulars including quantitative details and location of its fixed assets.

(b) All the fixed assets have been physically verified by the Management during the year according to regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material descriptions with respect to books and records were noticed on such verification.

(c) During the year, the Company has not disposed off any fixed assets.

(d) The Company has written off its leasehold assets of Rs. 17,40,008 due to of obsalescence assets and no residual value is received from it.

2. There were no stock of inventories during the year so no need for physical verification.

3. The Company has not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act. 1956.

4. 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 nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

6. In our opinion and according to the information and explanations given to us, the provisions of Sections 58A and 58AA of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits are not required to be complied with, as the Company has not accepted any deposits from the public during the period covered by our Audit Report.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labours and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained.

9(a) According to the records of the Company, 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 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 and Excise Duty were outstanding, as at 31st May, 2011 for a period of more than six months from the date they became payable.

10. The Company does not have any accumunaled losses and it has not incurred cash losses during the current financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not entered in any contracts or arrangements to/ from Companies, Firms or other parties covered in registered maintained u/s 301 of the Companies Act, 1956.

12. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, banks or debenture holders.

13. Based on our examination of documents and records, we are of the opinion that the Company is not required to maintain any records, as the Company has not granted any loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds, Nidhi’s, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records.

We also report that the Company is not having any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. During the period covered by our Audit Report, the Company has made preferential allotement of share but does not issue to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our Audit Report, the Company has not issued any debentures. The Company has not created any security in respect of debentures issued.

20. That we have not verified the end use of money as no money was raised by public issues.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For PVR-N & Co. Chartered Accountants

Sd/- CA Pradeep Kumar Jindal Partner M.No. 82646

Place : New Delhi Date : 16th May, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of ACE INDIA LIMITED as at 31st March, 2010 and also the Profit and Loss Account and 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 these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principals 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.

3. 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 matter specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanation, which to the best of our Knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & 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.

e) 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.

f) 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 principals generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31 st March, 2010

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date and

iii) In the case of Cash Flow statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1: (a) The Company has maintained proper records showing full particulars including quantitative details and location of its Fixed Assets.

(b) All the Fixed Assets have been physically verified by the Management during the year according to regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material descriptions with respect to books and records were noticed on such verification.

(c) During the year, the Company has not disposed off any plant and machinery.

2. (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 nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory.

3. The Company not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or form the Companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act. 1956.

4. 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 nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered.

6. In our opinion and according to the information and explanations given to us, the Company has not to be complied with the provisions of Sections 58A and 58AA of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits, as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of accounts relating to materials, labours and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained.

9. (a) According to the records of the Company, 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 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 and excise duty were outstanding, as at 31.03.2010 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company are not more than fifty percent of its net worth. The Company not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. 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 registers maintained u/s 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees 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.

12. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, banks or debenture holders.

13. Based on our examination of documents and records, we are of the opinion that the Company is not required to maintain any records, as the Company has not granted any loans and advances on the bases of security by the way of pledge of shares, debentures and other securities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds, Nidhis, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records.

We also report that the Company is not having any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our Audit Report, the Company has not issued any debentures. The Company has not created any security in respect of debentures issued.

20. That we have not to verify the end use of money as no money was raised by public issues.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For PVR-N & Co. Chartered Accountants

Sd/-

CA Pradeep Kumar Jindal

Partner

M. No. 82646

Place : New Delhi Date : 5th May, 2010