Auditor Report of Apis India Ltd.

Mar 31, 2025

A. We have audited the accompanying
Standalone Financial Statements of APIS
India Limited ("the Company"), which
comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and
Loss (including Other Comprehensive
Income), the Statement of Changes in
Equity and the Statement of Cash Flows
for the year ended on that date, and a
summary of the significant accounting
policies and other explanatory
information (hereinafter referred to as
"the Standalone Financial Statements").

B. In our opinion and to the best of our
information and according to the
explanations given to us, the aforesaid
Standalone Financial Statements give the
information required by the Companies
Act, 2013 ("the Act") in the manner so
required and give a true and fair view in
conformity with the 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, the
profit and total comprehensive income,
changes in equity and its cash flows for
the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the Standalone
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 Responsibilities for the Audit of the
Standalone Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India (ICAI)
together with the independence requirements
that are relevant to our audit of the financial
statements under the provisions of the Act and
the Rules made there under, 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 Standalone
Financial Statements.

3. EMPHASIS OF MATTERS

We draw the attention on the trade receivable
amounting to Rs. 213.21 Lakhs which is classified
as disputed trade receivable-considered good.
Management has made a provision of expected
credit loss on for Rs. 195.87 lakhs on their
foreign debtors that is classified under disputed
trade receivables. However, as explain to us,
management is in position to recover the amount
and same is also covered under ECGC.

Further, the delays in receipt of proceeds
denominated in foreign currency against export
of goods made by the Company to its overseas
customers aggregating to Rs. 650.06 lakhs as on
31 March 2025, beyond the timelines stipulated
under the Foreign Exchange Management Act,
1999. The management of the Company has filed
the necessary applications with the appropriate
authority for condonation of such delays to
regularize the default. Pending condonation
of such delay by the appropriate authority,
management is of the view that the possible
penalties that may be levied are currently
unascertainable but would not be material and
accordingly, no consequential adjustments have
been made to the accompanying statement with
respect to such delay/default.

Our opinion is not modified in respect of the
above.

4. KEY AUDIT MATTERS

Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the Standalone Financial
Statements of the current period. These matters
were addressed in the context of our audit of the
Standalone 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 matters to be
described as key audit matters.

5. INFORMATION OTHER THAN THE
STANDALONE FINANCIAL STATEMENTS
AND AUDITOR''S REPORT THEREON

A. 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 including Annexure to
Board''s Report, Corporate Governance
and Shareholder''s Information to the
extent applicable, but does not include
the Standalone Financial Statements and
our auditor''s report thereon. Our opinion
on the standalone financial statements
does not over the other information and
we do not express any form of assurance
conclusion thereon.

B. 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 Standalone 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 material misstatement of
this other information; we are required
to report that fact. We have nothing to
report in this regard.

6. MANAGEMENT''S RESPONSIBILITY
FOR THE STANDALONE FINANCIAL
STATEMENTS

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

B. In preparing the Standalone 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 dose.

The Board of Directors is responsible
for overseeing the Company''s financial
reporting process.

7. AUDITOR''S RESPONSIBILITY FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

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

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

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

(ii) Obtain an understanding of
internal financial controls relevant
to the audit in order to design audit
procedures that are appropriate in
the circumstances. Under section
143(3)(i) of the Act, we are also
responsible for expressing our
opinion on whether the Company
has adequate internal financial
controls system in place and the
operating effectiveness of such
controls.

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

(iv) Conclude on the appropriateness
of management''s use of the
going concern basis of accounting
and, based on the audit evidence
obtained, whether a material
uncertainty exists related to
events or conditions that may
cast significant doubt on the
Company''s ability to continue as a
going concern. If we conclude that
a material uncertainty exists, we
are required to draw attention in
our auditor''s report to the related
disclosures in the Standalone

Financial Statements or, if such
disclosures are inadequate,
to modify our opinion. Our
conclusions are based on the audit
evidence obtained up to the date
of our auditor''s report. However,
future events or conditions may
cause the Company to cease to
continue as a going concern.

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

C. Materiality is the magnitude of
misstatements in the Standalone
Financial Statements that, individually
Orin aggregate, makes it probable that
the economic decisions of a reasonably
knowledgeable user of the Standalone
Financial Statements maybe 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 Standalone Financial Statements.

D. 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.

E. 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.

F. From the matters communicated with
those charged with governance, we
determine those matters that were of
most significance in the audit of the

Standalone Financial Statements 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.

II. REPORT ON OTHER LEGAL AND

REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act,
based on our audit report 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 relating
to preparation of the aforesaid
financial statements have been
kept by the Company so far as it
appears from our examination of
those books.

C. The Balance Sheet, the Statement
of Profit and Loss including
Other Comprehensive Income,
Statement of Changes in Equity
and the Statement of Cash Flows
dealt with by this Report are in
agreement with the relevant
books of account maintained for
the purpose of preparation of the
aforesaid standalone financial
statements.

D. In our opinion, the aforesaid
standalone financial statements
comply with the "Ind-As" specified
under Section 133 of the Act, read
with Rule 7 of the Companies
(Accounts) Rules,2014.

E. On the basis of the written
representations received from the
directors as on March 31, 2025

taken on record by the Board of
Directors, none of the directors is
disqualified as on March 31, 2025
from being appointed as a director
in terms of Section 164 (2) of the
Act.

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

G. 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.

H. 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 have pending
litigations in various matter
as reported in Note 30 for
which management cannot
estimate the impact on its
financial position and shown
as contingent liability.

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

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

iv. a. The Management has

represented that, to the
best of its knowledge
and belief, no funds
(which are material
either individually or in
the aggregate) have been
advanced or loaned or
invested (either from
borrowed funds or share
premium or any other
sources or kind of funds)
by the Company to or
in any other person or
entity, including foreign
entity ("Intermediaries"),
With the understanding
whether recorded in
writing or otherwise,
that the Intermediary
shall, whether directly or
indirectly lend or invest in
other persons or entities
identified in any manner
whatsoever by or on
behalf of the company
("ultimate beneficiaries")
or provide any guarantee,
security or the like on
behalf of the ultimate
Beneficiaries;

b. The Management has
represented, that, to the
best of its knowledge
and belief, no funds
(which are material
either individually or in
aggregate) have been
received by company
from any person or
entity, including foreign
entity ("Funding

parties"), with the
understanding, whether
recorded in writing or
otherwise, that the
company shall. Whether
directly or indirectly, lend

or invest in other persons
or entities identified in
any manner whatsoever
by or on behalf of the
Funding party ("Ultimate
Beneficiaries") or provide
any guarantee, Security
or the like on behalf of
Ultimate Beneficiaries;

c. Based on the audit
procedures that have
been considered

reasonable and

appropriate in the
circumstances, nothing
has come to our notice
that has caused us
to believe that the
representations under
sub clause (i) and (ii) of
Rule 11(e), as provided
under (a) and (b) above,
contain any material mis¬
statement.

v. During the year, company has
declared or paid dividend on
preference shares during the
year which is in compliance
with section 123 of the
Companies Act, 2013.

vi. Based on our examination
which included test checks,
performed by us on the
Company have used
accounting software for
maintaining its respective
books of account for the
financial year ended March
31, 2025 which has a feature
of recording audit trail (edit
log) facility and the same
has operated throughout
the year for all relevant
transactions recorded in the
software. Further, during the
course of audit, we have not
come across any instance of
the audit trail feature being
tampered with.

As proviso to Rule 3(1) of
the Companies (Accounts)

Rules, 2014 is applicable
from 1 April 2023 reporting
under Rule 11(g) of the
the Companies (Audit
& Auditors) Rules, 2014
on preservation of audit
trails as per the statutory
requirement for record
retention is applicable and
preserved by the company
for the financial year ended
on March 31,2025.

2. As required by the Companies (Auditor''s
Report) Order, 2020 ("the Order") issued
by the Central Government in terms of
Section 143(11) of the Act, we give in

"Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the
Order to the extent applicable.

For G A M S & Associates LLP
(Chartered Accountants)

FRN 0N500094

CA Anil Gupta
(Partner)

M. No.088218

Date: May 30, 2025

Place: New Delhi

UDIN: 25D88218BMKVSP3937

---

Mar 31, 2024

A. WWe have audited the accompanying Standalone Financial Statements of APIS India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements").

B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the 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, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the Standalone 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 Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, 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 Standalone Financial Statements.

3. EMPHASIS OF MATTERS

We draw the attention on the trade receivable amounting to Rs. 237.46 Lakhs which is classified as disputed trade receivable-considered good. Management has made a provision of expected credit loss on for Rs. 63.57 lakhs on their foreign debtors that is classified under disputed trade receivables. However, as explain to us, management is in position to recover the amount and same is also covered under ECGC.

Further, the delays in receipt of proceeds denominated in foreign currency against export of goods made by the Company to its overseas customers aggregating to Rs. 587.22 lakhs as on 31 March 2024, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999. The management of the Company has filed the necessary applications with the appropriate authority for condonation of such delays to regularize the default. Pending condonation of such delay by the appropriate authority, management is of the view that the possible penalties that may be levied are currently unascertainable but would not be material and accordingly, no consequential adjustments have been made to the accompanying statement with respect to such delay/default.

Further, we draw the attention on the unsecured loan along with interest thereon given by the company to its wholly owned subsidiary company namely Anantadrishti Smart India Privat Limited amounting to Rs.973.09 lakhs. The management has given the MRL to convert the loan to the capital before 31.03.2024, however on the basis of the explanation given by the management the company encountered some circumstances due to which the company was not able to convert the same before the end of financial year but the

same has been converted before the issuance of the audit of the financial statement.

Our opinion is not modified in respect of the above.

4. KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone 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 matters to be described as key audit matters.

5. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

A. 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 including Annexure to Board''s Report, Corporate Governance and Shareholder''s Information to the extent applicable, but does not include the Standalone Financial Statements and our auditor''s report thereon. Our opinion on the standalone financial statements does not over the other information and we do not express any form of assurance conclusion thereon.

B. 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 Standalone 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 material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

6. MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

B. In preparing the Standalone 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 dose.

C. The Board of Directors is responsible for overseeing the Company''s financial reporting process.

7. AUDITOR''S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

A. Our objectives are to obtain reasonable

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

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

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

(ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

(iii) Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by management.

(iv) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

C. Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually Orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements maybe 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 Standalone Financial Statements.

D. 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.

E. 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.

F. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements 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.

II. REPORT ON OTHER LEGAL AND

REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our audit report 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 relating to preparation of the aforesaid financial statements have been kept by the Company so far as it appears from our examination of those books.

C. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,

Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the aforesaid standalone financial statements.

D. In our opinion, the aforesaid standalone financial statements comply with the "Ind-As" specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

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

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

G. 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.

H. 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 have pending litigations in various matter as reported in Note 30 for which management cannot estimate the impact on its financial position and shown as contingent liability.

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

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

iv. a. The Management has

represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), With the understanding whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("ultimate beneficiaries") or provide any guarantee, security or the like on

behalf of the ultimate Beneficiaries;

b. The Management has

represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by company from any person or entity, including foreign entity ("Funding

parties"), with the understanding, whether recorded in writing or otherwise, that the company shall. Whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party ("Ultimate Beneficiaries") or provide any guarantee, Security or the like on behalf of Ultimate Beneficiaries;

c. Based on the audit

procedures that have been considered

reasonable and

appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. During the year, company has declared or paid dividend on preference shares during the year which is in compliance with section 123 of the Companies Act, 2013.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued

For G A M S & Associates LLP (Chartered Accountants)

by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

FRN 0N500094

CA Anil Gupta (Partner)

M. No.088218

Date: June 24, 2024 Place: New Delhi UDIN:24088218BKAVEY9792

---

Mar 31, 2023

A. We have audited the accompanying Standalone Financial Statements of APIS India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements").

B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the 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, 2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the Standalone 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 Responsibilities for the Audit of the Standalone Financial Statements section of our

report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, 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 Standalone Financial Statements.

3. EMPHASIS OF MATTERS

We draw the attention on the trade receivables amounting to Rs. 211.89 Lakhs which is classified as disputed trade receivables-considered good. Management made a provision of expected credit loss on for Rs. 42.38 lakhs on their foreign debtors that is under disputed trade receivables. However, as explain to us, management is in position to recover the amount and same is also covered under ECGC.

Further, the delays in receipt of proceeds denominated in foreign currency against export of goods made by the Company to its overseas customers aggregating to 309.87 Lakhs as on 31 March 2023, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999. The management of the Company has filed the necessary applications with the appropriate authority for condonation of such delays to regularize the default. Pending condonation of such delay by the appropriate authority, management is of the view that the possible penalties that may believe are currently unascertainable but would not be material and accordingly, no consequential adjustments have been made to the accompanying statement with respect to such delay/default.

Further, we draw the attention on to the standalone financial statements, board directors of the company at their meeting held on Thursday, May 30,2019 approved a Comprehensive Scheme of Amalgamation of APIS Natural Products Private Limited (''APIS Natural) and Modern Herbals Private Limited (''Modern Herbals'') with APIS India Limited (herein after referred to ''APIS India'' or the ''Company''), and their respective

shareholders and creditors (hereinafter referred to as the ''scheme''), under section 230 to 232 read with section 66 and other applicable provisions, if any, of the companies Act, 2013, including any statutory modification(S) thereto or reenactments) thereof, placed before them.

Subsequently, the Company filed the applications in terms of regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges and SEBI for their ''No Observation Letter'' to the scheme. The company received ''No objection letter'' from Stock Exchange i.e. BSE Limited (BSE) received vide their letter dated 18th September, 2019. The company had filed its Second motion application before National Company Law Tribunal Bench (NCLT), New Delhi Bench for approval of scheme for approval of scheme, the hearing will be schedule on 1st July 2022.

Further, we draw the attention that the Hon''ble NCLT, Delhi Bench has granted the amalgamation of Apis Natural, Modern Herbal with Apis India Limited as on 16th January, 2023

Our opinion is not modified in respect of the above.

4. KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone 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 matters to be described as key audit matters.

5. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

A. 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 including Annexure to Board''s Report, Corporate Governance and Shareholder''s Information to the extent applicable, but does not include the Standalone Financial Statements and

our auditor''s report thereon. Our opinion on the standalone financial statements does not over the other information and we do not express any form of assurance conclusion thereon.

B. 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 Standalone 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 material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

6. MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

B. In preparing the Standalone 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 dose.

C. The Board of Directors is responsible for overseeing the Company''s financial reporting process.

7. AUDITOR''S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

(i) Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

(iv) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

C. Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually Orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements maybe 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 Standalone Financial Statements.

D. 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.

E. 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.

F. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements 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.

II. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our audit report 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 relating to preparation of the aforesaid financial statements have been kept by the Company so far as it appears from our examination of those books.

C. The Balance Sheet, the Statement

of Profit and Loss including

Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant

books of account maintained for the purpose of preparation of the aforesaid standalone financial

statements.

D. In our opinion, the aforesaid

standalone financial statements comply with the "Ind-As" specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

E. On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act

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

G. 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.

H. 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 have pending litigations in various matter as reported in Note 30 for which management cannot estimate the impact on its financial position and shown as contingent liability.

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

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

iv. a. The Management has

represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or

in any other person or entity, including foreign entity ("Intermediaries"), With the understanding whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("ultimate beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate Beneficiaries;

b. The Management has

represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by company from any person or entity, including foreign entity ("Funding

parties"), with the understanding, whether recorded in writing or otherwise, that the company shall. Whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party ("Ultimate Beneficiaries") or provide any guarantee, Security or the like on behalf of Ultimate Beneficiaries;

c. Based on the audit

procedures that have been considered

reasonable and

appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the

representations under sub clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. During the year, company has declared or paid dividend on preference shares during the year which is in compliance with section 123 of the Companies Act, 2013.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in

"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

For G A M S & Associates LLP (Chartered Accountants)

FRN 0N500094

CA Anil Gupta (Partner)

M. No.088218

Date: May 30, 2023

Place: New Delhi

UDIN: 23088218BGWJXB5674

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Mar 31, 2014

We have audited the accompanying financial statements of APIS INDIA LIMITED, which comprise the Balance Sheet as at March 31st, 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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:

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 Profit and Loss Account, of the profit/loss for the year ended on March 31, 2014; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on March 31, 2014.

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, 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of APIS INDIA 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:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, 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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes, except the following:

Name of Nature Amount Period for which Forum where Statue of (In INR amount relates dispute is pending Dues Lacs)

Sales Sales 223.43 AY 2006-07, 2008-09, Assessing Tax, Punjab Tax 2009-10 Authority, Punjab

Customs, Custom 114.66 AY 2009-10 Custom, Excise & New Delhi Duty Service Tax Appellate Tribunal, Delhi

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

11. 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 a financial institution, bank or debenture holders.

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. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained.

15. According to the information and explanations given to us, the Company has given corporate guarantee to Yes Bank for proposed loan to suppliers of raw honey against bill discounting to the extent of INR 400.00 lacs.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

FOR SUDHIR AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS Firm registration No: 509930C

(Amit Kumar) Place: New Delhi PARTNER Date: 29 May 2014 M. No. : 518735

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Apis India Limited, as at March 31, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on 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 estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and the information and explanations given to us during the course of audit, 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:

i. 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;

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

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF APIS INDIA LIMITED FOR THE YEAR ENDED 31st MARCH 2010:

1. In respect of its fixed assets

a) The Company is compiling records showing full particulars including quantitative details and situation of fixed assets and the same are currently being updated.

b) As explained to us, the major portion of fixed assets was physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed & according to our opinion its not feasible to comment whether material discrepancies were noticed on such physical verification as records are currently being updated.

c) In our opinion, the company has not disposed of substantial part of fixed assets during the year, hence the going concern status of the company is not affected.

2. In respect of its inventories

a) Physical verification of Inventory has been conducted at reasonable intervals by the management.

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 records of inventory and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, though insignificant, have been properly dealt with in the books of account.

3. In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The company has granted loans to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The details of amount involved during the year and the year end balance of loans granted to such parties were entered in the register.

b) According to the information and explanation given to us, we are of the opinion that the rate of interest and terms of conditions of loans given by the company are prima facia prejudicial to the interest of the company on account of following reasons: i) the company has granted loans interest free and ii) there are no covenants with regard to the repayment of loan.

c) The loans granted are repayable on demand. As informed, the company has not demanded repayment of any such loan during the year, thus there has been no default on the part of the parties to whom the money has been lent. The loan given is interest free.

d) Based on our audit procedures and the information and explanations made available to us, in case where overdue amount is more than Rupees One Lakh, reasonable steps have been taken by the company.

e) The company has taken loan from following companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The details of amount involved during the year and the year end balance of loans taken from such companies, firms or other parties were entered in the register.

f) In our opinion and according to the information and explanations given to us, the loan taken by the company is interest free and other terms and conditions are not prima facie prejudicial to the interest of the company.

g) In respect of the loan taken by the company, the same is interest free and there are no stipulations as regards repayment of principal amounts.

4. In our opinion and according to the information and explanations given to us, 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 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. In respect of contracts or arrangements referred to in section 301 of the Act

a) 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 have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act 1956 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

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

7. The company has an internal audit system, the scope and coverage of which, in our opinion required to be enlarged to be commensurate which the size and nature of its business.

8. To the best of our knowledge and as explained, 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. In respect of statutory dues;

a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were in arrears, as at 31st March 2010, for a period of more than six months from the date they became payable.

c) According to the information and explanation given to us, no dues outstanding of sales-tax, Investor education and protection fund, income-tax, custom duty, wealth-tax, excise duty and cess on account of any dispute, except the following:

Name of the Nature of Amount Period to which Status Dues (Rs. In Lakhs) the amount Relates

Sales Tax, Sales Tax 24.45 Assessment Years Punjab 2005-06,06-07, 08-09 & 09-10

Customs, Custom Duty 114.66 2009-10 New Delhi

Name of the Statue Forum where dispute is pending

Sales Tax, Punjab Appellate Authority, Punjab

Customs, New Delhi Customs, Excise & Service Tax Appellate Tribunal, New Delhi

10. The company‘s accumulated losses at the end of the financial year are less than 50% of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the manage- ment, the Company has not defaulted in repayment of any dues to a financial institution, banks or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced 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. There- fore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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 bank or financial institutions.

16. The company did not have any term loans outstanding during the year.

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. During the year, the Company has not made preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Arora Rajesh & Associates Chartered Accountants

Rajesh Arora Proprietor Membership No. 076575

Place: New Delhi

Dated: 3rd September 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Apis India Limited, as at March 31, 2009 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on 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 estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and the information and explanations given to us during the course of audit, 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:

i. 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;

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

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

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

v. On the?Basis of the written representations received from the directors, as on March 31, 2009,-andtaken on record by the Board of directors, we report that none of the directors is disqualified aS on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of.section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2009;

b); ;in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE ON JHE ACCOUNTS OF APIS INDIA LIMITED FOR THE YEAR ENDED 31st MARCH 2009

1. In respect of its fixed assets

a) The Company is compiling records showing full particulars including quantitative details and situation of fixed assets and the same are currently being updated.

b) As explained to us, the major portion of fixed assets was physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed & according to our opinion its not feasible to comment whether material discrepancies were noticed on such physical verification as records are currently being updated.

c) In our opinion, the company has not disposed of substantial part of fixed assets during the year, hence the going concern status of the company is not affected.

2. In respect of its inventories

a) Physical verification of Inventory has been conducted at reasonable intervals by the management.

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 records of inventory and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, though insignificant, have been properly dealt with in the books of account.

3. In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The company has granted loans to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The details of amount involved during the year and the year end balance of loans granted to such parties were entered in the register.

b) According to the information and explanation given to us, we are of the opinion that the rate of interest and terms of conditions of loans given by the company are prima facia prejudicial to the interest of the company on account of following reasons: i) the company has granted loans interest free and ii) there are no covenants with regard to the repayment of loan.

c) The loans granted are repayable on demand. As informed, the company has not demanded repayment of any such loan during the year, thus there has been no default on the part of the parties to whom the money has been lent. The loan given is interest free.

d) Based /on our audit procedures and the information and explanations made available to us, in case where overdue amount is more than Rupees One Lakh, reasonable steps have been taken by the company.

e) The company has taken loan from following companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The details of amount involved during the year and the year end balance of loans taken from such companies, firms or other parties were entered in the register.

f) In,our opinion and according to the information and explanations given to us, the loan taken by the company is interest free and other terms and conditions are not prima facie prejudicial to the interest of the company.

g) In respect of theloan taken by the company, the same is interest free and there are no stipulations as regards repayment of principal amounts.

4. In our opinion and according to the information and explanations given to us, 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 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. In respect of contracts or arrangements referred to in section 301 of the Act

a) 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 have been entered in the register required to be maintained under that section.

b). In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act 1956 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

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

7. The company has an internal audit system, the scope and coverage of which, in our opinion required to be enlarged to be commensurate which the size and nature of its business.

8. To the best of our knowledge and as explained, 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. In respect of statutory dues;

a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were in arrears, as at 31st March 2009, for a period ofviiiore than six months from the date they became payable.

c) According to the information and explanation given to us, no dues outstanding of sales-tax, Investor education and protection-fund^ income-tax, custom duty, wealth-tax, excise duty and cess on account of any dispute, ^except the following:

Name of the Nature of Amount Period to which Status Dues (Rs. In Lakhs) the amount Relates

Sales Tax, Sales Tax 9.75 Assessment Years Punjab 2005-06,06-07 & 08-09

Name of the Forum where Status dispute is pending

Sales Tax, Appellate Authority, Punjab Punjab

10. The companys accumulated losses at the end of the financial year are less than 50% of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of any dues to a financial institution, banks or debenture holders. * :

12. According to the information and explanations given to us and based,on the documents and records produced 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.

14. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund I society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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 bank or financial institutions.

16. The company did not have any term loans outstanding during the year.

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. During the year, the Company has made preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

10. The Company did not have any outstanding debentures during the year.

11. The Company has not raised any money through a public issue during the year.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Arora Rajesh a Associates

Chartered Accountants Rajesh Arora Proprietor

Membersip No. 076575

Place: New Delhi

Dated: 29th August 2009