Auditor Report of Aditya Spinners Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of M/s Aditya Spinners Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income) and the Statement of Changes in Equity and the Statement of
Cash Flows for the year ended, and notes to the financial statements, including a summary of material
accounting policies and other explanatory information (hereinafter referred to as “the financial
statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31,2025, and its loss, total comprehensive loss, changes in equity and
its cash flows for the year ended on that date.

Emphasis of Matter

1. We draw your attention to Note No. 31 of the Financial Statements, which describes the Company''s
accounting treatment in respect of Fuel and Power Purchase Cost Adjustment (FPPCA) charges
aggregating to ? 2.24 crores, as levied by the Andhra Pradesh Electricity Regulatory Commission
(APERC) through press notes dated October 25, 2024 and November 29, 2024. Out of the total
liability of ? 2.24 crore, the company has recognized ? 0.55 crore as expenses during the year ended
March 31, 2025, based on monthly bills raised by the DISCOMs. The balance FPPCA charges of ?
1.69 crores will be recognized and paid as and when demanded by the DISCOMs.

2. We draw attention to Note No. 16 to the Financial Statements, wherein, the company has not paid /
provided for the interest on delayed payments to MSME Vendors in the books of accounts. As
informed to us and based on the audit procedures, these MSME vendors have not demanded for
delayed interest and the unpaid interest payable is not material.

Our opinion is not modified in respect of this matter.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements 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. We have determined that there are no key audit matters to
communicate in our report.

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

The Company''s Management and Board of Directors is responsible for the other information. The other
information comprises the Director''s report and Management discussion and analysis report including

Annexures, Corporate Governance and Shareholder''s information but does not include the financial
statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained 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 Board of Directors are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance, total comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were 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 is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls 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 in
preparation of financial statements and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020, (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of Section 143 of the 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, based on our 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 except for the matters stated in the paragraph
2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

d. In our opinion, the aforesaid financial statements comply with the Indian 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 Representation received from the directors as on March 31,2025 taken
on record by the Board of Directors, we report that none of the directors are disqualified as on
March 31, 2025 from being appointed as a director in terms of Sub-section 2 of Section 164 of the
Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith
are as stated in the paragraph 1(b) above on reporting under Section 143(3)(b) and paragraph
2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our separate
report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and the
operating effectiveness of the Company’s internal financial controls with reference to financial
statements.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended. In our opinion and to the best of our

information and according to the explanations given to us, the remuneration paid by the Company 6
to its directors during the year is in accordance with the provisions of section 197 of the Act.

i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of
our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its
financial position in its financial statements - Refer Note 29 to the financial statements.

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

iii. There are no amounts which are required to be transferred to Investor Education and
protection fund.

iv. (i) The management has represented that, to the best of it’s 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 person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
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.

(ii) The management has represented, that, to the best of it’s knowledge and belief, other than
as disclosed in the notes to the accounts, no funds have been received by the company from
any person(s) or entity(ies), 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 persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) contain any material mis¬
statement.

v. No Dividend have been declared or paid during the year by the company.

vi. The Company has used accounting software for maintaining its books of accounts, with the
data stored on a cloud platform. While the software has an audit log feature enabled at the
application level, on sample verification we have observed that, an edit log has recording
each change made in the books of account along with the date when such changes were
made and the accounting software access configuration is ensuring that the audit trail cannot
be disabled except for with admin privileges, we noted that the accessibility of data files on
the cloud platform may allow users with the necessary privileges to manipulate or replace the
files, bypassing the application-level audit logs. Owing to this limitation in the accounting
software, we are unable to comment on whether the audit trail has been tampered with or not,
as required by Rule 3(1) of the Companies (Accounts) Rules, 2014.

For T MOHAN & ASSOCIATES

Chartered Accountants
Firm Registration No. 012482S

Place: Hyderabad
Date: May 30, 2025

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Mar 31, 2024

Aditya Spinners Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of M/s Aditya Spinners Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income) and the Statement of Changes in Equity and the Statement of Cash Flows for the year ended, and notes to the financial statements, including material accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Emphasis of Matter

1. We draw attention to Note No 16 to the financial statements, wherein, the company has not paid / provided for the interest on delayed payments to MSME Vendors in the books of accounts. As informed to us and based on the audit procedures, these MSME vendors have not demanded for delayed interest and the unpaid interest payable is not material. Accordingly, our opinion is not modified in respect of this matter.

2. We draw attention to Note No. 30 &31 of the financial statements, wherein an amount of Rs. 163.17 lakhs is charged to deferred tax in the Statement of Profit And Loss for the Financial Year 2022-23 due to prior period errors in accordance with INDAS 8. Accordingly, the revised deferred tax in Balance sheet as of March 31, 2023 is Rs.272.79 lakhs, against the previously reported Deferred Tax Asset of Rs.453.41 Lakhs as of March 31, 2023. Our opinion is not modified in respect of this matter.

3. We draw attention to Note No. 29 of the financial statements, wherein based on the interim order of the Honorable High Court of Andhra Pradesh vide W.P.No.16619 of 2022, the company has reversed the Electricity Duty provision (0.94 paise per unit) recognized until August 2023. The amount of provision reversal relating to the current financial year 2023-24 is Rs. 46.11 Lakhs, and the provision reversed relating to the financial year 2022-23 is Rs. 76.58 lakhs. The final judgment is yet to be pronounced by the Honorable High Court of Andhra Pradesh. Our opinion is not modified in respect of this matter.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements 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. We have determined that there are no key audit matters to communicate in our report.

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

The Company''s Management and Board of Directors is responsible for the other information. The other information comprises the Director''s report and Management discussion and analysis report including Annexures, Corporate Governance and Shareholder''s information but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained 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 Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were 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 is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls 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 in preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020, (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of Section 143 of the 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, based on our 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 except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

d. In our opinion, the aforesaid financial statements comply with the Indian 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 Representation received from the directors as on March 31, 2024 taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Sub-section 2 of Section 164 of the Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 1(b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and the operating effectiveness of the Company’s internal financial controls with reference to financial statements.

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

i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its financial statements - Refer Note 29 to the financial statements.

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

iii. There are no amounts which are required to be transferred to Investor Education and protection fund.

iv. (i) The management has represented that, to the best of it’s 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 person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities 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.

(ii) The management has represented, that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), 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 persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

v. No Dividend have been declared or paid during the year by the company.

vi. The Company has used accounting software for maintaining its books of accounts, with the data stored on a cloud platform. While the software has an audit log feature enabled at the application level, on sample verification we have observed that, an edit log has recording each change made in the books of account along with the date when such changes were made and the accounting software access configuration is ensuring that the audit trail cannot be disabled except for with admin privileges, we noted that the accessibility of data files on the cloud platform may allow users with the necessary privileges to manipulate or replace the files, bypassing the application-level audit logs. Owing to this limitation in the accounting software, we are unable to comment on whether the audit trail has been tampered with or not, as required by Rule 3(1) of the Companies (Accounts) Rules, 2014.

For T MOHAN & ASSOCIATES

Chartered Accountants

Firm Registration No. 012482S

Sd/-MOHAN REDDY T

Partner

Membership No. 239635

UDIN: 24239635BKGQFO6804

Place: Hyderabad

Date: May 27, 2024

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Mar 31, 2015

We have audited the accompanying financial statements of M/s Aditya Spinners Limited. Hyderabad ("the Company"), which comprise the Balance Sheet as at 3ST March, 201S, the Statement of Profit and Less, the Cash Flow Statement for Ehe year then ended, and a summary of the significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated -n Section 134< 5) o- the Com pa ries Act. 203 (Jthe Act") with respect te the preparation of these financial statements that give a tme 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, inciudirrg the Accounting Standards 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 financial statements that give a true and fair view and are free from matenal misstatement, whether due to fraud or error

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit

We have taken into account the provisions of the Act. the accounting and auditing standards and mailers which are required to be included n the audit report under the provisions of the Act and the Rules made (hereunder.

We conducted our auoit in accordance with the Standards on Auditing specifieo under Section 143(1 Q) of the Act. Those Standards require that we comply with ethical requirements and pian 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 evsaence about trie amounts and the disclosures in the financial slatenreuts The procedures selected depend an the auditor s judgment, including the essessmentof the risks of matenal misstatement of the financial statements, whether due la fraud or error, in making those risk assessments, the auditor considers internal financial conlrol relevant to the Compa ay's preparation of the financial statements that give a Vue and fair view in order to desig n audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting pol-cies used and the reasonableness of the accounting estimates made by the Company's rectors, as well as evaluating Ihe overall presentation of the financial statements

We beiieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion or the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required Joy the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

fal in the case of the Balance Sheet, of the state of affairs of the Company as at 31" March, 2015;

(bj tn th e case of the Stare nient of Profit and Loss, of the orofir of the Company for the year ended on that date; and

tc) En Ihe case of Ihe Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal end Regulatory Requirements

As required by the Companies (Auditor's Report) order, 2)0tSr issued by the Central Government of India in terms of sub-section {HI of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of Ihe order, to the extent applicable

As required by Section 143 (3} of the Act, we report that:

fa'i 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 apoears from our examination oi those books

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

idl In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 cf th e AcL read with R me 7 of the Companies (Accounts) Rules, 2014

i si Based on the Written Representation received from the directors as on 31 March 2D15, and taken on record by the Board of Directors, we report that none of the director are c isq u alified as an 31 March, 2D 15 from being ap pointed as a director in terms of Sub-section 2 of Section 154 of the Act.

(II} With respect to the other matters to be included in tl'.e Auditor's Report in accordance with Ru le 11 of th b Com pan les (Audit a nd Auditors) Rules. 2014, In our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any penoing legal litigations.

ii The company dees not have any pending amounts required to be transferred to the Investor Education and Protection Fund

Annexure referred to in paragraph 3 of the Independent Auditor's Report of even date of Aditya Spinners Limited, Hyderabad on the financial statements for the year ended March 31,2015.

i In respect of fixed assets

(a) The company is maintaining proper records shewing mil particulars, including quantitative details and situation of fixed assets;

(bj As explamed to us, ail the fixed assets hove been physsca:ly verified by the Management during the year No matenel discrepancies were noticed on such verification

ii. In reaped of its inventories:

(a) As explained to us, the inventories excepting in case of goods in transit, stocks lying in Central / Elate Warehouses (where confirmation were obtained from the parties and relied uporu were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion, procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation lo the size of the Company and the nature of its business.

(c) On the basis at our examination of records of the inventory, in oar opinkzi, the Company is maintaining proper records of inventory. No material discrepancies were noted on such verification.

iii In respect of loans"

As informed to usr the company has not granted any loans, secured or unsecured tc companies, fimts or other parties coveretr in the register maintained under section 139 of the Companies Act

iv. tn our opinion and according to the information and explanations given to us, there are adequate into mar control systems commensurate with [he size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services.

v The company has net accepted any deposits, and hence clause (v) of Companies (Auditor's Report} Order, 2015 is not applicable.

VL We have broadly reviewed the books of account maintained by company pursuant to rules p nescribed by the centra- government of I nd ia for maintenance of cost records under Section of the Companies Act 2013 in respect of products {Yam) of (he company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained However, we have not made a detailed examination of the records

vii.a} According to the information and explanations given la us and The records as produced and examined by us, in our opinion, the company is regular in depositing undisputed statutory dues including income tax, service tax, Customs Duly and other materia: statutory dues during the year by the company with the appropnate authorities though there are no ahnomnar deays in respect at Professional Tax As explained to us. the company did not have any dues on accounl of Employee's State insurance, Sales lax, Excise duty. Wealth tax and Investor Education and Protection Fund.

According to the information ana explanations given to us no undisputed amounts payable in respect of Provident Fund, fncanTje-tax. Service tax, Customs duty and other material statutory dues were in arrears as at 31K March 2D15 for a period of more than six months from the period they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax. Service tax and Customs duly which have not been deposited with the appropriate authorities on account of any dispute As informed to us, the company did not have any dues on account of Wealth tax and Excise duly.

c) According to the information and explanations given lo us, there are no pending amounts required to be transferred to Erie Investor Education and Protection Fund and hence clause (vii) {c) of Companies (Auditor's Report) Order. 2D15 is not appNcabhe

viii The Company does not have any accumulated lasses and has not incurred any cash losses in the current financial year and in Ihe immediately preceding financial year

ix. in our opinion and according to the information and explanations given to us, the company has noL defaulted in repayment of loans to its bankers and financial institutions:

x- According lo the information and explanatory given to us the company has not given any guarantee for loans taken by others- or banks or financial institutions. Thus paragraph 3 (x) of the order does not apply to the company for the year

xi in our option and according to the information and explanations given to uar the term loans taken by the company have been aopliec for the purpose for which they wens rais-ea

xii. According to ihe mfomnason a no explanations given to us, no fraud on or by the company has been noticed or reported dunng the course of audit.

For C Ramachandram & Co,L Chartered accountants, Firm Registration No. 0028645

C.Ramach andram Partner M.No:Q25B34

Place: Hyderabad Date: 29.0B3}15

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. Aditya Spinners Limited ("the Company"), 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 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") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of Section 133 of the Companies Act 2013. 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.

Auditor's Responsibility

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 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 auditor's Judgement, 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. But not for the purpose of expressing on opinion on the effectiveness of the entitys internal capital. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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 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 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.

Report on Other Legal and Regulatory Requirements

1. 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.

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

- we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

- 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.

- 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.

- In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the companies Act 1956 ("The Act") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of Section 133 of the Companies Act 2013.

- 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 (5) of our report of even date of the Auditors to the members of ADITYA SPINNERS LIMITED on the (financial statments for the year ended March 31, 2014).

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No material discrepancies were notice on such physical verification.

(c) In our opinion the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. (a) As explained to us, inventories have been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on Physical verification of inventory as compared to books records were not material.

3. (a) The company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained U/s.301 of the Companies Act 1956.

(b) The Provisions of Clause (b), (c), and (d) of Paragraph 4(iii)of the companies (Auditors Report) order, 2003 are not applicable to the company.

(c) The Company has taken loans from parties covered in the register maintained U/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.230.61 lakhs and the year end balance of loans outstanding from such party was Rs.166.65 lakhs.

(d) The rate of interest and other terms of loan as explained above, are prima facie not prejudicial to the interest of the company.

(e) The loans taken by the company are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company.

5. In our opinion and according to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the Act. In view of this, paragraphs 4 v (a) and 4 v (b) of CARO are not applicable.

6. The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of manufacturing yarn, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of Statutory dues:

a. According to the information and explanations given to us, the company has regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund, wealth tax, customs duty, excise duty, service tax, cess and other statutory dues to the extent applicable to it.

b. According to the information and explanations given to us no undisputed amounts payable in respect of income tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears as at March 31,2013 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 income tax, sales tax, excise duty, service tax, custom duty, wealth tax and cess which have not been deposited on account of the dispute.

10. In our opinion the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our report and in the immediately preceding financial year.

11. In our opinion that the company has not defaulted in repayment of dues to a financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the company has maintained proper records of transaction and contracts relating to dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, debentures and other securities have been held by the company in its own name.

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. The company has not raised any term loans during the year. The term loans out standings at the beginning of the year were applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under sec 301 of the act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For C.RAMACHANDRAM & CO. Chartered Accountants Firm Reg. No. : 002864S

C.RAMACHANDRAM Partner Membership No. 025834

Place : Hyderabad Date : 25-04-2014

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Mar 31, 2012

1. We have audited the attached balance sheet of M/s. Aditya Spinners Limited as at March 31' 2012 and the related profit and loss Account for the year ended on that date annexed there to and the cash flow statement of the year ended on that date. These financial Statements are the responsibility of the management of the Company. 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 misstatements. 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 principles used and significant estimate 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 in terms of Section 227(4A) 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.

4. Further to our comments in the annexure referred to in paragraph 3 above' 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' the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion' these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the companies Act' 1956.

e) Based on the representations made by all the Directors of the Company as on March 31' 2012 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available' the Directors of the Company do not' prima face' have any disqualification as referred to in Clause (g) of subsection (1) to 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 principles generally accepted in India :

(i) in the case of the Balance Sheet' of the State of affairs of the Company as at March 31' 2012.

(ii) in the case of the profit and loss Account' of the loss for the year ended on that date' and

(Hi) in the case of cash flow statement' of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

(Refferred to in paragraph 3 of our report of even date)

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

(b) As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner' which in our opinion is reasonable' having regard to size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. (a) As explained to us' inventories have been physically verified during the year by the management. In our opinion' the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us' the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records in our opinion the Company is maintaining proper records of inventory. The Discrepancies noticed on Physical verification of inventory as compared to book records were not material.

3. (a) The Company has not granted any loans' secured or unsecured to companies' firms' or other parties covered in the register maintained U/s301 of the companies Act 1956.

(b) The Provisions of Clause (b)' (c)' and (d) of Paragraph 4(iii) of the companies (Auditors Report) order' 2003 are not applicable to the company.

(c) The Company has taken loans from two parties covered in the register maintained U/s.301 of the Companies Act' 1956. The maximum amount involved during the year was Rs.20.14 lakhs and the year end balance of loans outstanding from such party was Rs.20.14 Lakhs.

(d) The rate of interest and other terms of loan as explained above' are prima facie not prejudicial to the interest of the company.

(e) The loans taken by the company are repayable on demand.

4. In our opinion and according to the information and explanations given to us' there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory' fixed assets and with regard to the sale of goods and services. During the course of our audit' we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us' we are of the opinion that there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the Act. In view of this' paragraphs 4 v (a) and 4 v (b) of CARO are not applicable.

6. The Company has not accepted any deposits from the public within the meaning of sections 58 A and 58AA or any other relevant provisions of the Company Act' 1956 and the ruled framed there under.

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of manufacturing yarn' pursuant to the Rules made by the Central Government of India' the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that prima facie' the prescribed accounts and records have been made and maintained. We have not' however' made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanation given to us' the Company has

been regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund' wealth tax' custom duty' excise duty' service tax' cess' other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of income tax' wealth tax' services tax' custom duty' excise duty and cess were in arrears as at March 31' 2012 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 income tax' sales tax' excise duty' service tax' custom duty' wealth tax and cess which have not been deposited on account of the dispute.

10. In our opinion the accumulated losses of the company are more than fifty percent of its networth. The company has not incurred cash losses during the financial year covered by our report and in the immediately proceeding financial year.

11. In our opinion that the Company has not defaulted in repayment of dues to a financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares' debentures and other securities.

13. In our opinion' the company is not a chit fund or 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.

14. In our opinion the Company has maintained proper records of transaction and contracts relating to dealing or trading in shares' securities' debentures and other investments and timely entries have been made therein. The shares' debentures and other securities have been held by the Company in its own name.

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

16. The company has not raised any new term loans during the year. The term loans out standings at the beginning of the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company' we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year. The No. of shares alloted is 91'40'000 shares at a price of Rs.10/- each and the price at which shares have beef) issued is not prejudicial to the interest of the company.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us' no fraud on or by the company has been noticed or reported during the year' that causes the financial statements to be materially misstated.

For C.RAMACHANDRAM & CO.'

Chartered Accountants

Sd/-

C.RAMACHANDRAM

Partner

Membership No. 02S834

Place: Hyderabad

Date: 31st May' 2012

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Mar 31, 2011

1. We have audited the attached balance sheet of M/s. Aditya Spinners Limited as at March 31, 2011 and the related profit and loss Account for the year ended on that date annexed there to and the cash flow statement of the year ended on that date.' These financial Statements are the responsibility of the management of the Company. 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 misstatements. 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 principles used and significant estimate 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 in terms of Section 227(4A) 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.

4. Further to our comments in the annexure referred to in paragraph 3 above, 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, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the companies Act, 1956.

e) Based on the representations made by all the Directors of the Company as on March 31, 2011 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima face, have any disqualification as referred to in Clause (g) of subsection (1) to Section 274 of the Companies Act 1956

f) In our opinion and to the best of our information and according/ the explanations given to us, the said accounts, subject to our comments made on Secured Loans vide Notes on Accounts SI No.6, 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 :

(i) in the case of the Balance Sheet, of the State of affairs of the Company as at March 31, 2011.

(ii) in the case of the profit and loss Account, of the loss 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 TO AUDITORS REPORT

(Refferred to in paragraph 3 of our report of even date)

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

(b) As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2 (a) As explained to us, inventories have been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records in our opinion the Company is maintaining proper records of inventory. The Discrepancies noticed on Physical verification of inventory as compared to book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained U/s301 of the companies Act 1956.

(b) The Provisions of Clause (b), (c), and (d) of Paragraph 4(iii) of the companies (Auditors Report) order, 2003 are not applicable to the company

(c) The Company has taken loans from two parties covered in the register maintained U/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 14.55 lakhs and the year end balance of loans outstanding from such party was Rs.14.55 Lakhs.

(d) The rate of interest and other terms of loan as explained above, are prima facie not prejudicial to the interest of the company.

(e) The loans taken by the company are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the Act. In view of this, paragraphs 4 v (a) and 4 v (b) of CARO are not applicable.

6. The Company has not accepted any deposits from the public within the meaning sections 58 A and 58AA or any other relevant provisions of the CompanyAct,1956 and the ruled framed there under.

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of manufacturing yarn, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanation given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund, wealth tax, custom duty, excise duty, service tax, cess, other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of income tax, wealth tax, services tax, custom duty, excise duty and cess were in arrears as at March 31, 2011 for a period of more than Six months from the date they became payable, except - In respect of Sales tax deferment dues amounting to a total of Rs.2,89,67,579/-. The Company has obtained relief from BIFR in respect of these dues to repay the same in equal Instalments over a period of Six Years commencing from 1st April 2011.

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

10. In our opinion the accumulated losses of the company are more than fifty percent of its networth. The company has not incurred cash losses during the financial year covered by our report and in the immediately proceeding financial year.

11. According to the records of the company examined by us and the Information and explanations given to us, the Company has entered into One Time Settlement in respect of Long Term Loans including interest accrued thereon and cleared the entire dues as per said OTS agreement made and the Company has obtained the No Dues Certificates from the Financial Institutions and Banks but the effect of OTS settlements were not reflected in the books of account.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the company is not a chit fund or 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.

14. 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 for financial institutions during the year.

15. The company has not raised any new term loans during the year. The term loans out standings at the beginning of the year were applied for the purposes for which they were raised.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

17. 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.

18. The company has not issued any debentures during the year.

19. The company has not raised any money by way of public issue during the year.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For C.RAMACHANDRAM & CO.,

Chartered Accountants

Sd/-

C.RAMACHANDRAM

Partner

Membership No. 25834

Place: Hyderabad

Date: 24th August, 2011.

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Mar 31, 2010

1. We have audited the attached balance sheet of Aditya Spinners Limited as at March 31. 2010 and the related profit and loss Account for the year ended on that date annexed there of and the cash flow statement of the year ended on that date. These financial Statements are the responsibility of the management of the Company. 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 principles used and significant estimate 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 Section 227(4A) 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.

4. Further to our comments in the annexure referred to in paragraph 3 above, 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 appears from our examination of those books.

c) The balance Sheet and profit and loss account dealt with by this report are in agreement with the books of account.

d) In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 21 I (3C) of the companies Act, 1956.

e) Based on the representations made by all the Directors of the Company as on March 31, 2010 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima lace, have any disqualification as referred to in Clause (g) of subsection (1) to 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, subject to our comments made on secured loans and interest on secured loans vide Notes on Accounts SI No. 6, 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 :

(i) in the case of the Balance Sheet, of the State of affairs of the Company as at March 31,2010.

(ii) in the case of the profit and loss Account, of the loss 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 TO AUDITORS REPORT

1. (a) The company has maintained proper records showing full particular including quantitative details and situation of fixed assets.

(b) As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No materia] discrepancies were noticed on such physical verification.

(c) in our opinion the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected,

2. (a) As explained to us, inventories have been physically verified during the year by the management. in our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records in our opinion the Company is maintaining proper records of inventory. The Discrepancies noticed on Physical verification of inventory as compared to book records were not material.

3.. (a) The Company ha.s not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained U/s301 of the companies Act 1956.

(b) The Provisions of Clause (b), (c), and (d) of Paragraph 4{iii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(c) The Company has taken loans from one party covered in the register maintained U/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 14.55 lakhs and the year end balance of loans outstanding from such party was Rs. 14.55 Lakhs.

(d) The rate of interest and other terms of loan as explained above, are prima facie not prejudicial to the interest of the company.

(e) The loans taken by the company are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the companies Act, 1956 have been entered in the register required to be maintained under that section.

b) According to the information and explanations given to us, the Company has not entered into any transaction for purchase of goods and materials and sale of goods and services made in the registers maintained u/s 301, of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- or more in respect of the each party.

6. The Company has not accepted any deposits from the public within the meaning of sections 58 A and 5SAA or any other relevant provisions of the Company Act, 956 and the ruled framed there under,

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of manufacturing yarn, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (I) of section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not. however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanation given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund, wealth tax, custom duty, excise duty, service tax, cess, other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to its no undisputed amounts payable in respect of income tax, wealth tax, services tax, custom duty, excise duty and cess were in arrears as at March 31, 2010 for a period of more than Six months from the date they became payable, except - In respect of Sales tax deferment dues, the company has not paid Rs.1,52,13,448/— as on March 31, 2010 for which the Company has a protection under Section 22(1) of Sick Industrial Companies (Special Provision) Act, 1985.

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

10. In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our report and in the immediately preceding financial year.

11, According to the records of the Company examined by us and the Information and explanations given to us, the Company has entered into One Time Settlement and cleared the entire dues as per the said OTS agreement made with them and the Company has obtained the No Dues Certificates from the Financial Institutions and Banks but the effect of OTS settlements were not reflected in the books of account,

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society, Therefore, the provisions of clause 4 (xiii) of the companies {Auditors Report) Order, 2003 are not applicable to the company.

14. The company has maintained proper records of transactions and contracts in respect of purchase of shares and timely entries have been made therein. All shares have been held by the company its own name.

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 for financial institutions during the year.

16. The company has not raised any new term loans during the year. The term loans out standings at the beginning of the year were applied for the purposes for which they were raised.

17. According to the Information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

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. The company has not issued any debentures during the year.

20. The company has not raised any money by way of-public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated,

For C,RAMACHANDRAM & CO.,

Chartered Accountants

C, RAMACHANDRAM

Partner

Membership No. 25834

Place; Hyderabad

Date: August 18,2010