Auditor Report of ADS Diagnostic Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of A D S DIAGNOSTIC LIMITED l“the
Company”), which comprise the balance sheet as at 31* March 2024, the statement of profit
and loss (including other comprehensive income), the statement of cash flows and the
statement of changes ir equity for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and explanations given to us except for the
effect of the matters described in the Basis of Qualified Opinion in para below, the aforesaid
Financial Statements give the information required by the Companies Act, 2013 (“the Act”) In
the manner so required and give a true and fair view, in conformity with the accounting
principles generally accepted in India of the state of affairs of the Company as at 31^M March,
2024, and the net profit (including other comprehensive income), changes in equity and its
cash flows for the year ended on that date.

Basis for Qualified Opinion

The Company has not implemented accounting software having Audit Trail (edit log) facility
white maintaining its books of accounts.

We conducted our audit In accordance with Standards on Auditing (SAs) specified under
Section 143(10) of the Act and other applicable authoritative pronouncements issued by the
Institute of Chartered Accountants of India (“the ICAI”). Our responsibilities under those
standards arc further described In the ''Auditor''s Responsibilities for the Audit of Financial
Statements'' section of our report. We are independent of the company in accordance with the
code of ethKS issued by the ICAI together with ethical requirements that are relevant to our
audit of the Financial Statements under the provisions of the Act and Rules made thereunder,
and we have fulfilled our ethical responsibilities m accordance with the requirements with
these requirements and the Code of Ethics. We believe that the audit evidences obtained by us
is sufficient and appropriate to provide a basts for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional Judgment, were o( 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 the^reon. and we do not provide a separate opinion on these matters. We have
determined the matters described hereunder to be key audit matters to be communicated in
our report.

Key audit matters	Auditor''s response
Revenue from ooeration i> According to Ind AS IIS, revenue to be recognized on sat Isl action of performance obligation and transfer of control pertaining to goods.	Our audit procedure inter- alia included the loUowfng- • We assessed the company’s process to consider the time of transfer of control of goods. • We performed year end cut off procedures to determine whether revenues are recorded in the correct period. • We used assessment of overall control environment relevant for measurement of revenue. • We performed testing of Journals, with particular focus on manual adjustment to revenue account, to mitigate the risk of manipulation of revenue and profit figures.
ii) Determination of transaction price for measurement of revenue according to Ind AS 115.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the other Information.
The other Information comprises the Information included In the Management Discussion and
Analysis, Board’s Report inducting Annexure to Board''s Report, Business Responsibility
Report, Corporate Governance and Shareholder''s Information, but does not include the
financial statements and the auditor’s report thereon.

Our opinion on the financial statement 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 woih 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 icpoit in
this tegard.

AC-•.? /

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view
of the financial position, financial performance, changes In equity and cash flows of the
Company in accordance with the AS and the other accounting principles generally accepted w
India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate Internal financial controls,
that are operating effectively for insuring 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 misstatements, whether due to fraud or error.

In 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 is also responsible for overseeing the Company''s financial reporting
process

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain a reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue our
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 due to fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the bash of these financial statements

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

(i) 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
basts for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher thar one resulting from error, as fraud may involve collusion,
forgery, Intentional omissions, misrepresentations or the override of Internal control.

(If) Obtain an understanding of the internal controls relevant to the audit in order to
design audit proredUrrs that are appropriate in the circumstances, tinder section
143(3J|I) of the Act. we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system In place and the
operating effectiveness of such controls.

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

(iv) Conclude on the approonateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, wtietncr 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 disclosure} In the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained upto
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 financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

We ccmminicate 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 controls 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 reasonable be thought to bear on our independence,
and wnere applicable, relevant 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 statement} of the a*rent
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, 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 l egal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (''the Order ), as amended,
issued by the Central Government of India In terms of sub section (11) of section 143 of
the Act, we give in the Annexure A, a statement cm the matters specified (n 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 ou 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
mattea stated hi theparagraph 2below on repenting under Rule I l(gj,

c. the Balance Sheet, the Statement of Profit and Loss. Statement of Changes in Equity
and the Cash Row Statement dealt with by this report are in agreement with the
books of accounts;

d. In our opinion, the aforesaid financial statements comply with the accounting
standards specified under Section 133 of the Act;

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

f. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate Report in Annex ure B. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Company''s internal financial controls
over financial reporting.

g. The qualification relating to the maintenance of accounts and other matters connected
therewith are stated In the paragraph 2(b) above on reporting u/s 143(3)(b) and
paragraph 2lli)|vh beluw on repotting under Rule 11(g).

h. With respect to the other matters to be included in the Auditor’s Report in accordance
with Role 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 the impact, if any of pending litigations on its financial
position, in its financial statements (Refer Note Mo. 29 of the financial
statements).

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

IH. The Company Is not required to transfer any amount to the Investor Education and
Protection Fund.

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 person(s) or
entltyiies), including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indiiectly lend or Invest m other persons or entities identified in any
manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented, that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any pcrson(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 entitles 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 8coeflciaries: and

|C| Based on such audit proce&jces we nave obtained reasonable and appropriate
evidence in the circumstances nothing has come to our notice that has caused us
to believe that the representations under sub-clause (l) and (H) contain any
material misstatement.

v. Dividend declared or paid by the company during the period covered by this report
ts in rnmplianrp with section 123 of the Companies Art, 2013.

vf. Based on examination, which includes test checks, the Company has not used an
accounting software for maintaining Its Books of Accounts which has a feature of
recording Audit Trait (edit log) facility.

As proviso to Rule 3(1) of the Companies lAccounts) Rules, 2014 is applicable from
1st April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 or preservation of audit trail as per statutory requirements for the
record retention is not applicable for the financial year ended on 31st March 2024.

I. In our opinion and according to the information and explanations given to us, the
remuneration paid by the company to its director dutfng the cun tut financial year Is
in accordance with the provision of Section 197 of the Act The remuneration paid to
any director is not in excess of the limit laid down under section 197 of the Act.

FOR V.M. PUROWIT 6 CO.

Chartered Accountants

Firm Regn. No. 304G40F

O.P.Ja(eek t''

Partner

Membership No. 014238
UDIN: 240142388KAUCN4765

New Delhi, the 3(Tday of May, 2024

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of ADS DIAGNOSTIC LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss, and the 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 13 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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:

a) 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;

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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement compl/ with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE referred to in paragraph 1 of our report of even date to the members of ADS DIAGNOSTIC LIMITED on the accounts of the Company for the year ended 31st March 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a)The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) No fixed assets were disposed off during the year so as to affect the Company as a going concern.

(ii) (a)The Inventory has been physically verified by the management at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account. The Company has written down inventories to the extent of Rs.76,09,287 on account of diminution in their net realizable value.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Where the Company has taken unsecured loans, where the aggregate amount involved during the year was Rs. 179,27,291/- and where outstanding balance as at the year-end was Rs. 1,22,73,621 /-, from four parties covered in the register maintained under section 301 of the Companies Act, 1956, the terms and conditions, in our opinion are not prejudicial to the interest of the Company.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sales. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the registe required to be maintained under that section have been so entered. We have been explained that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) During the year under observation, the Company had an internal audit system commensurate with its size & nature of its business wherein it was observed that all transactions are carried out under the personal supervision of senior officials/directors of the Company.

(viii) According to the information and explanations given to us, cost accounting records have not been prescribed for the company u/s 209(1)(d) of the Companies Act 1956; hence Clause (viii) of Para 4 of the Order is not applicable.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Income-tax, Wealth Tax, Provident Fund, Sales Tax, Service Tax, and other material statutory dues applicable to it, with the appropriate authorities, and, there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Customs duty, Wealth tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute, except for the following:

Name of Statute Period to Forum where Amount(Rs) (Nature of dues) which amount dispute is pending relates

Customs Duty 1995-96 Commissionerate 40,00,000 (Amount (Customs) deposited under protest Rs.500,000

Customs Duty 1993-94 Commissionerate (Directorate of Revenue Intelligence) 56,01,507 Income Tax AY 1988-89,& High Court 18,73,290 AY 1989-90

Income Tax AY 2012-13 Assessing Officer (CPC) 5,57,380

TDS demands Various Assessing Officer 69,700 financial (Traces) years

(x) The company has accumulated losses of Rs. 896,336 as at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) 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 any bank or NBFC.

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

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions; hence Clause (xv) of Para 4 of the Order is not applicable.

(xvi) The Company has not taken any term loans; hence Clause (xvi) of Para 4 of the Order is not applicable.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the period under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us 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.

(xix) As the Company has not issued any debentures, Clause (xix) of Para 4 of the Order is not applicable.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R. NAG PAL ASSOCIATES Chartered Accountants Firm Registration No.002626N

(CA J. S. Qadros) Partner M No.089181

Place; New Delhi Dated: 30th May 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ADS DIAGNOSTIC LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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, except with regard to Note no. 31(c) regarding non-provision of leave encashment in accordance with Accounting Standard (AS)-15 (revised 2005) - Employee Benefits, wherein liability has not been determined under the Actuarial Valuation Method as at the year end,

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (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:

a) 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;

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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE referred to in paragraph 1 of our report of even date to the members of ADS DIAGNOSTIC LIMITED on the accounts of the Company for the year ended 31st March 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are not material so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Where the Company has taken unsecured loans, where the aggregate amount involved during the year was Rs. 174,14,476/- and where outstanding balance as at the year end was Rs. 148,99,196/-, from four parties covered in the register maintained under section 301 of the Companies Act, 1956, the terms and conditions, in our opinion are not prejudicial to the interest of the Company.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sales. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained under that section have been so entered. We have been explained that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) During the year under observation, the Company had an internal audit system commensurate with its size & nature of its business wherein it was observed that all transactions are carried out under the personal supervision of senior officials/directors of the Company.

(viii) According to the information and explanations given to us, cost accounting records have not been prescribed for the company u/s 209(l)(d) of the Companies Act 1956; hence Clause (viii) of Para 4 of the Order is not applicable.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Income-tax, Wealth Tax, Provident Fund, Sales Tax, Service Tax, and other material statutory dues applicable to it, with the appropriate authorities, and, except for service tax payable of Rs.2,629/-, there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Customs duty, Wealth tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute, except for the following:

Name of Statute Period to which Forum where dispute is pending Amount(Rs.) (Nature of dues) amount relates

Customs Duty 1995-96 Commissionarate (Customs) 40,00,000

Customs Duty 1993-94 Commissionarate (Directorate of Revenue Intelligence) 56,01,507

Income Tax AY 1988-89, & High Court 18,73,290 AY 1989-90

(x) The company has accumulated losses of Rs. 13,34,112 as at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) 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 any bank or NBFC.

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

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions; hence Clause (xv) of Para 4 of the Order is not applicable.

(xvi) The Company has not taken any term loans; hence Clause (xvi) of Para 4 of the Order is not applicable.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the period under report, we are of the opinion that no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us 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.

(xix) As the Company has not issued any debentures, Clause (xix) of Para 4 of the Order is not applicable.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R.NAGPAL ASSOCIATES Chartered Accountants

Firm Registration No. 002626N

(CA J. S. Qadros)

Partner

M No.089181

Place: New Delhi

Dated: 30th May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of ADS Diagnostic Limited as at 31st March, 2012 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an option on these financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted standard in India. These standard 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 n test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle used and significant estimates made by the 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 (the Order) 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 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 explanations 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 except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1956 (Refer Note 1(g) and Note 23(b)), the non compliance of provisions of the Accounting Standard (AS - 15) (Revised) " Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Note 1(h) and Note 23(c)), as stipulated under section 209 of the Companies Act, 1956, 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 and Loss Account dealt with by this report are in agreement with the books of accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3)(c) of the Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that none of 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 explanation given to us, the said accounts subject to; (i) Note 23(b) regarding non-provision of bonus payable as per the terms of The Payment of Bonus Act, 1956 of Rs. 0.18 Lacs.

(ii) Note 23(c) regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS -15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, where the liability has not been determined under the Actuarial Valuation Method at the year end.

(iii) Note 29 regarding debit and credit balances, which are subject to confirmation.

(iv) Note 38A.a) regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(v) Note 38A.b) regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(vi) Note 38A.c) regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

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 principle 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;

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

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.



ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of our Report of Even date:

To the Shareholders of ADS Diagnostic Limited on the Accounts for the year ended 31st March 2012.

1 a) The Company has maintained proper records showing full particulars including quantitative detail and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme deigned to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) In our opinion and according to the information and explanations given to us, no Fixed Assets were disposed off and / or retired during the year.

2 a) We have been informed that the stock of Diagnostic consumables and Trading Goods are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of Stocks was reasonable and adequate in relation to the size of the Company and the nature of its business,

d) In our opinion and according to the Information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks Were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has granted loans to a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 4.95 Lacs during the year and the balance outstanding at the year end was Rs. 0.00 Lacs;

b) In our opinion and according to the information and explanations given to us, the rate of interest and the other terms and conditions on which these loans were granted were prima facie not prejudicial to the interest of the company;

c) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans were repayable only on demand and there is no repayment schedule. The interest is payable on demand;

d) There is no overdue amount in respect of loans granted by the Company to a Company listed to the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest, there are no overdue amounts.

e) The Company has taken unsecured loans from three of its Directors, at different times during the year, aggregating to Rs. 115.52 Lacs during the year and the balance outstanding at the year end was Rs. 107.52 Lacs.

f) In our opinion and according to the information and explanations given to us, the terms and condition of these interest free loans are not prima facie prejudicial to the interest of the Company;

g) In our opinion and according to the information and explanations given to us, the principal amount in respect of these interest free loans are repayable only on demand;

h) There is no overdue amount in respect of the loans taken by the Company from three of its Directors, as these are repayable on demand.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, Fixed assets and also for 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 controls.

5 a) According to the information and explanations given to us by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered;

b) In respect of transactions made in pursuance of contracts or arrangements exceeding value of Rupees Five Lacs entered during the financial year and because of the uniqueness and specialized nature of these contracts and arrangements, in certain cases these have been made at prices for which no comparative quotations are available, and we are unable to comment, whether the transactions were made at prevailing market prices at the relevant time.

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

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, Sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Forum Where Dispute is Unpaid Amount No. Statutory Pending (Rs. in lacs) Due

1 Customs Duty Commissioner of Customs 40.00 Commissioner of Directorate of Revenue Intelligence 56.02 2 Income Tax High Court 18.73

10 The Company has accumulated losses of Rs. 2.45 Lacs but has not incurred any cash loss, during the financial year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted 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, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge by the Company were applied to us and to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the 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 investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the company during the year.

19 The Company has not issued any debenture during the year. Therefore, the provisions of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20 The Company has not raise any monies by way of public issue during the year.

21 To the best of our knowledge and belief 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 KHATTAR KHANNA & ASSOCIATES Chartered Accountants Registration No.: 014731N

RAJIV KHANNA Partner Membership No.: 091611

Place: New Delhi Date: 29th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of ADS Diagnostic Ltd. as at 31st March, 2011 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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.

We conducted our audit in accordance with generally accepted auditing standards in India. These 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 principle used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 (the Order) 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 paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to 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 purpose of our audit.

b) In our opinion, proper books of account except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1965 (Refer Significant Accounting Policy No. 7 and Note 11), the non compliance of provisions of the Accounting Standard (AS -15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Significant Accounting Policy No. 8.B.i. and Note 13), as stipulated under section 209 of the Companies Act, 1956, 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 accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3)(C) of the Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2011 and taken on record by the Board of Directors, we report that none of , 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 explanation given to us, the said accounts subject to;

(i) Note 1 and Note 7a. regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(ii) Note 2 and Note 7b. regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(iii) Note 3 and Note 7c. regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

(iv) Note 5 regarding debit and credit balances, which are subject to confirmation.

(v) Note 11 regarding non-provision of bonus payable as per the terms of The Payment of Bonus Act, 1965 of Rs. 0.18 Lacs.

(vi) Note 13 regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS - 15) (Revised) 'Employee Benefits" issued by the Institute of Chartered Accountants of India, wherein the liability has not been determined under the Actuarial Valuation Method at the year end.

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 principle 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;

(ii) In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

(iii) In the case of the Cash Flow Statement of the CASH FLOWS for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT Referred to in Para 1 of our report of even date.

1 a) The Company has maintained proper records showing full particulars including quantitative details and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme designed to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) In our opinion and according to the information and explanations given to us, no Fixed Assets were disposed off and / or retired during the year.

2 a) We have been informed that the stock of X-ray films, Medicines, Developing Materials and Stores & Spares are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of stocks was reasonable and adequate in relation to the size of the Company and the nature of its business;

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has granted loans to a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 32.00 Lacs during the year and the balance outstanding at the year end was Rs. 0.00 Lacs;

b) In our opinion and according to the information and explanations given to us, the rate of interest and the other terms and conditions of which these loans were granted were prima facie not prejudicial to the interest of the Company;

c) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans were repayable only on demand and there is no repayment schedule. The interest is payable on demand;

d) There is no overdue amount in respect of loans granted by the Company a Company listed in the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest, there are no overdue amounts.

e) The Company has taken interest free unsecured loans from three of its Directors and an interest bearing loan from a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 148.10 Lacs during the year and the balance outstanding at the year end was Rs. 106.02 Lacs.

f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and the other terms and conditions of these loans are not prima facie prejudicial to the interest of the Company;

g) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans is repayable only on demand and there is no repayment schedule. The interest wherever applicable was payable only on demand;

h) There is no overdue amount in respect of loans taken by the Company from three of its Directors and a Company listed in the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest wherever applicable, there are no overdue amounts.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and also for 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 controls.

5 a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

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

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Forum Where Dispute Unpaid Amount No. Statutory Due is pending (Rs. in lacs)

1 Income Tax High Court 18.73

2 Customs Duty Commissioner of Customs 40.00

Commissioner of Directorate of Revenue Intelligence 56.02

10 The Company has accumulated losses of Rs. 3.37 Lacs but has not incurred any cash loss during the financial year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted 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, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the 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 investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the Company during the year.

19 The Company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of Paragraph 4 of the Order are not applicable to the Company.

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

21 To the best of our knowledge and belief 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 KHATTAR KHANNA & ASSOCIATES Chartered Accountants

RAJIV KHANNA Partner Membership No: 091611 Firm Registration No.: 014731N

Place : New Delhi Date : 30th May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of ADS Diagnostic Ltd. as at 31st March, 2010 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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.

We conducted our audit in accordance with generally accepted auditing standards in India. These 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 principle used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 (the Order) 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 paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to 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 purpose of our audit.

b) In our opinion, proper books of account except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1965 (Refer Significant Accounting Policy No. 7 and Note 11), the non compliance of provisions of the Accounting Standard (AS - 15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Significant Accounting Policy No. 8.B.i. and Note 13), as stipulated under section 209 of the Companies Act, 1956, 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 accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3) (C) of the "Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that none of 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 explanation given to us, the said accounts subject to;

(i) Note 1 and Note 7a. regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(ii) Note 2 and Note 7b. regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(Hi) Note 3 and Note 7c. regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

(iv) Note 5 regarding debit and credit balances, which are subject to confirmation.

(v) Note 11 regarding non-provision of "bonus payable as per the terms of The Payment of Bonus Act, 1965 of Rs. 0.16 Lacs.

(vi) Note 13 regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS -15) (Revised)"Employee Benefits" issued by the Institute of Chartered Accountants of India, wherein the liability has not been determined under the Actuarial Valuation Method at the year end.

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 principle generally accepted in India:

(i) In the case of the Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31st March 2010;

(ii) In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

(iii) In the case of the Cash Flow Statement of the CASH FLOW for the year ended on that date.

ADS DIAGNOSTIC LIMITED, NEW DELHI ANNEXURE TO AUDITORS REPORT Referred to in Para 1 of our report of even date.

1 a) The Company has maintained proper records showing full particulars including

quantitative details and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme designed to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) The assets disposed off and / or retired during the year are not that substantial a part of the fixed assets that they affect the going concern status of the Company.

2 a) We have been informed that the stock of X-ray films, Medicines, Developing Materials

and Stores & Spares are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of stocks was reasonable and adequate in relation to the size of the Company and the nature of its business;

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has not granted any loans to parties listed in the register

maintained under Section 301 of the Companies Act, 1956;

b) The Company has taken unsecured loans from Three of its Directors, at different times during the year, aggregating to Rs. 87.30 Lacs during the year and the balance outstanding at the year end was Rs. 122.10 Lacs.

c) In our opinion and according to the information and explanations given to us, the terms and conditions of these interest free loan are not prima facie prejudicial to the interest of the Company;

d) In our opinion and according to the information and explanations given to us, the principal amount in respect of these interest free loan are repayable only on demand;

e) There is no overdue amount in respect of loans taken by the Company from three of its Directors, as these are repayable on demand.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and also for 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 controls.

5 a) According to the information and explanations given to us, we are of the opinion that

the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

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

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is

generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

SI. Name of the Statutory Due Forum Where Dispute is Unpaid Amount No. Pending (Rs. in lacs) 1 Income Tax High Court 18.73 2 Customs Duty Commissioner of Customs 40.00 Commissioner of Directorate of Revenue Intelligence 56.02

10 The Company has accumulated losses of Rs. 10.74 Lacs but has not incurred any cash loss during the financial "ear covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted 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, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company, we report that norunds raised on short term basis have been used for long term investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the Company during the year.

19 The Company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of Paragraph 4 of the Order are not applicable to the Company.

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

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during ths year that causes the financial statements to be materially misstated.

For KHATTAR KHANNA & ASSOCIATES Chartered Accountants RAJIV KHANNA Partner Place : New Delhi Membership No: 091611 Date : 26th May, 2010 Firm Registration No.: 014731N