Auditor Report of Aris International Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of M/s Aris Internationa]
Limited ["the Company"] which comprise the Balance Sheet as at March 31,2024, the Statement
of Pro fit and Loss including Other Comprehensive Income, the statement of Cash Flow Statement
and the Statement of Changes in Equity for the year then ended on that date, and a summary of
significant accounting policies and other explanatory information.

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
specified under section 143[10] of the Act [SAs]. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India [ICAI] together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of the
Act and the Rules made 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost
significance in our audit of the financial statements for the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have determined
the matters described below to be the key audit matters to be communicated in our report

Sr. No	Key Audit Matters	Auditor''s Response
1	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related	We assessed the Company''s process to identify the impact of the existing revenue accounting policy. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) Verification of invoices raised for various professional services rendered during the year

	balances in view of adoption of Ind AS 115	and extent of such services provided in order to establish recognition criteria. (ii) The Company during the year started the trading business. Verification of bill, dispatch of material, collection of bill w.r.t. material.
2	Valuation of Inventory in view of adoption of AS-2 Inventory	We have assessed the Company’s process to identify the impact of adoption of the inventory Accounting standard. Our Audit approach consisted testing of the design and operating effectiveness of the internal control and substantive testing as follows: (i] Obtaining the valuation certificate from the company. (ii] Relying on the quantitative balance as per books of company.

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 including Annexures to Board’s Report, Business Responsibility Report,
Corporate Governance and Shareholder’s Information, but does not include the financial
statements and our auditor''s report thereon. Our opinion on the financial statements does not
cover the other information and we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude thatthere is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind-AS
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, total comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error. In preparing
the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so. The Board of Directors are
responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS 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 Ind-AS Financial Statements.

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

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

• Obtain an understanding of internal financial 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.

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

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the financial statements may be influenced. We have considered quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and [ii] to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit. We also provide those charged
with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

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

Other Matters:

Related to Going Concern

The Company''s net worth is eroded due to losses incurred by the company. We were informed by
the Management, that the company''s inflow of fund from Trading and professional income shall
be sufficient for future survival and running of the company in future.

Report on Other Legal and Regulatory Requirements

1. 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 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 it appears from our examination of those books.

C. The Balance Sheet, the Statement of Profit and Loss including the statement of Other
Comprehensive income, the Cash Flow Statement and statement of changes in Equity
dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards (Ind As] specified under section 133 of the Act, Companies
(Indian Accounting Standards] Rules, 2015, as amended.

e. On the basis of written representations received from the directors of the Company as
on March 31, 2024 taken on record by the Board of Directors of the company none of
the directors of the company, 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" to this report.

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 has no pending litigations as disclosed to us.

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

iii. There are no amounts which 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 ofthe 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 the aggregate) have been
received by the 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
ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf ofthe 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 and (b) above, contain any material misstatement.

v. The company during the year has not declared or paid any interim, final dividend
due to the loss sustained by the company as explained to us.

vi. The company has used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the same
has been operated throughout the year for all transactions recorded in the software
and the audit trail feature has not been tampered with and the audit trail has been
preserved by the company as per the statutory requirements for record retention.

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 ofthe Order.

For PAMS & Associates
Chartered Accountants
Firm Registration No. 0316079E

Sd/-

Place: Bhubaneswar (CA Manoranjan Mishra)

Date: 18-05-2024 Partner

M.No. 063698
UDIN:24063698BKAAFC6697

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Mar 31, 2015

We have audited the accompanying financial statements of Aris International Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, 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

The Company's board of directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance of the company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made thereunder.

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Act. 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's directors, 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required 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, of the state of affairs of the company as at 31 March 2015 and its loss for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the act, we give in the annexure a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the director is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

i. the Company does not have any pending litigations which would impact its financial position;

ii. the Company does not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums as such does not arise.

Annexure referred to in our Independent Auditors' Report to the members of the company on the financial statements for the year ended 31 March 2015.

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

i) The Company does not have any fixed assets. Hence the requirement of clause (i)(a) and (i)(b) of para 3 of the said Order are not applicable to the company.

ii) The Company is a service company that does not require it to hold any inventory. Accordingly, the requirement of clause (ii) of para 3 of the said Order is not applicable.

iii) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Accordingly, the requirement of clause (iii) of para 3 of the said Order is not applicable.

iv) 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 with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the act. Accordingly, the requirement of clause (v) of para 3 of the said Order is not applicable.

vi) As informed to us, the Central Government has not prescribed the maintenance of cost records under subsection (1) of section 148 of the Act, for any of the services rendered by the Company. Accordingly, the requirement of clause (vi) of para 3 of the said Order is not applicable.

vii) (a) According to the information and explanations given to us and based on the records of the Company examined by us, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, cess and other material statutory dues as applicable have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 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 are no material dues of Income tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax or cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. Accordingly, the requirement of clause (vii)(c) of para 3 of the said Order is not applicable.

viii) . The Company has accumulated losses at the end of the financial year which are not less than fifty per cent of its net worth. The Company has not incurred cash losses in the financial year but has incurred cash loss in the immediately preceding financial year.

ix) . The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year. Accordingly, the requirement of clause (viii) of para 3 of the said Order is not applicable.

x) . In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the requirement of clause

(x) of para 3 of the said Order is not applicable.

xi) . The Company did not have any term loans outstanding during the year. Accordingly, the requirement of clause

(xi) of para 3 of the said Order is not applicable.

xii) . According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For K.M.Tapuriah & Co. Chartered Accountants Firm's registration number: 314043E

Sd/- CA Naveen Mohata Partner Membership number: 048111 Mumbai, 30th May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Aris International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular No. 15/2013 dated September 13, 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.

Auditors'' 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 and other applicable authoritative pronouncements 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 auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''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 accompanying 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:

in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003'', as amended by the ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, 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 notified under the Act read with the General Circular No. 15/2013 dated September 13, 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, 2013, 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 Act.

Annexure to Independent Auditors'' Report Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Aris International Limited on the financial statements for the year ended March 31, 2014

i. As the company does not have any fixed assets the clause 4(i) of the Order is not applicable to the company.

ii. As the company does not have any inventory the clause 4(ii) of the Order is not applicable to the company.

iii. (a) As informed, 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 Act. Accordingly, the provisions stated in paragraph 4 (iii)(b),(c) and (d) of the order are not applicable.

(b) The company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. The number of such parties were 5 (five) and the maximum amount involved in the transactions was Rs 1,38,55,508/- and the year end balance of loans taken from such parties was Rs 1,20,15,508/-. The rate of interest and other terms and conditions of such loan taken by the company are prima facie not prejudicial to the interest of the company.

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

v. According to the information and explanations given to us by the management, the transactions that need to be entered into the register u/s 301 of the Companies Act, 1956 have been so entered.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company does not have an internal audit system commensurate with the size and nature of its business.

viii. The company is not required to maintain cost records u/s 209 (1) (d) of the Companies Act, 1956.

ix. (a) According to the information and explanation given to us and as per records produced before us for verification, 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.

(b) According to the information and explanations given to us, no undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us and verification of the records produced, there no disputed statutory dues outstanding as on March 31, 2014.

x. The accumulated losses of the company at the end of the financial year are more than 50% of its net worth. The company has incurred cash losses in the current and immediately preceding financial year.

xi. In our opinion, the company has not defaulted in repayment of loan from bank or financial institutions.

xii. 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 & 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. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. According to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. As per information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi. The company has not raised any term loans during the year.

xvii. 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.

xviii. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix. According to the information and explanations given to us, no debentures have been issued by the company during the year.

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

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

For K M TAPURIAH & CO Firm Registration No 314043E (Chartered Accountants)

Sd/- NAVEEN MOHTA Place: Mumbai (Partner) Date: 30.05.2014 Membership No: 048111

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Mar 31, 2012

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

We have 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.

As required by the Companies (Auditors' Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

Further to our comments in the Annexure referred to 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 and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to sub-section(3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as 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, subject to "Notes on accounts", the said Accounts give the information required by the Companies Act, 1956, in the manner so required to 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 31 st March, 2012,

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

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 thereof)

i) In respect of its fixed assets

a) The company is generally maintaining proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b) As explained to us, the fixed assets have not been physically verified during the year by the management in accordance with a phase programme of verification adopted by the company. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its business. As informed, no material discrepancies were noticed on such verification.

c) The company does not have any fixed assets during the year. However, as per information and explanation provided by the management, the company will continue to be a going concern.

ii)a) The inventory has not been physically verified during the year by the management as there is no inventory at the end of the year.

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

c) According to the information and explanation given by the management, the company does not have any inventory at the end of the year. The company is maintaining proper records of the inventory. No such discrepancy has been noticed on verification between the physical stocks and the book records.

iii) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

As the company has not granted/taken any loans, secured or unsecured, to/from parties listed in the registers maintained under section 301 of the Companies Act, 1956 paragraphs (iii)(b),

(c) and (d) of the Order, are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and with regard to the sale of goods. Further, on the basis of our examination, and according to the information and explanations given to us, we have niether come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

v) In our opinion and according to information and explanations given to us and based on the representations by the management, the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

vi) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposit so far up to 31st March 2012.

vii) In our opinion, the company has no Internal Audit system commensurate with its size and nature of its business. As per the information and explanation given by the management, the company will implement as it grows.

viii) The Central Government has not prescribed the maintenance of cost records by the company under section 209(1 )(d) of the Act, for any of its products.

ix) Statutory and other dues :-

a) According to the information and explanation given to us, the company has outstanding liabilities brought forward from earlier years, in respect of Sales Tax (CST, Bhiwadi) to the extent of Rs. 33,883/- and in respect of Profession Tax to the extent of Rs. 5,890/-. Both the statutory liabilities have been written off by the company during the year under the head 'Liabilities no longer required written off.

b) According to the information and explanations given, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

c) According to the records of the company, there are no dues on account of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise duty and Cess which have not been deposited on account of any dispute.

x) The Company has accumulated loss to the extent of Rs. 4,63,06,333/- at the end of the financial year 31/03/2012. The company has incurred cash losses during the financial year covered by our Audit but not immediately preceding financial year.

xi) According to the records of the company, the company has not defaulted in repayment of dues to a financial institution or bank till 31st March, 2012.

xii) In our opinion and 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.

xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/ Society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditor's Report)[Amendment] Order, 2004 are not applicable to the company.

xv) The Company has not given guarantees in connection with loan taken by others from banks or financial institutions.

xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

xvii) Based on the information and explanation given to us and an overall examination of balance sheet of the company, in our opinion, there are no such funds raised on a short term basis which have been usedfor long term investment, and vice versa.

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 during the year.

xix) According to the information and explanations given to us and the records examined by us, the company has not issued any debentures during the year.

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

xxi) 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.

For Bhattacharya Sengupta & Co.

Chartered Accountants

Place : 10, Clive Row, 1st Floor, Firm Reg. No. : 301311E

1st Floor, Kolkata - 700001 CA R. K. Gupta

Partner

Date : The 29th day of June, 2012 Membership No. 061738

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Mar 31, 2010

1. We have audited the attached Balance Sheet of ADITYA GEARS LTD. as at 31st March '2010, the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 provided a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order; 2003 and as amended by the Companies (Auditors Report) (Amendment) Order, 2004 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 & 5 of the said order to the extent applicable.

4. Further to our "NOTES & COMMENTS" in the Annexure referred to in Paragraph 3 above and Annexure 13 forming part of the P/L A/c & Balance Sheet, we report that :-

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

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

c. The Balance Sheet and Profit & Loss Account and Cash Row Statement dealt with by this report are in agreement with the Books of Account produced before us.

d. On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of Directors of the Company are disqualified from being appointed as Directors of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

e. In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement have been drawn up in accordance with the Accounting Standards referred to sub-section(3C) of Section 211 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, subject to "Notes" on accounts, the said Accounts give the information required by the Companies Act 1956, in the manner so required to give a true and fair view :-

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

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

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

ANNEXURE "A" TO THE AUDITOR'S REPORT FOR THE YEAR ENDED 31.03.2010

(Referred to in paragraph 3 of our Report of even date)

I. a) As informed the Company has maintained proper records showing full particulars, including quantitative details and situation of its Fixed Assets.

b) All the fixed assets have not been physically verified by the management during the year, but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us, the company has not disposed off any of its fixed assets.

II. a) In view of the suspension of operations at the manufacturing unit of the company, the physical verification of inventory had not been carried out.

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

c) According to the information and explanations given to us the physical verification of stock at the yearend had not been taken hence any material discrepancies between physical stock and the book records could not be ascertained.

III. a) The Company has neither granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) In view to our comment in paragraph III(a) above, the other clauses of paragraph 4 of the aforesaid Order are not applicable to the company.

IV. According to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to the purchase of inventory, fixed assets and sale of goods. Further during the course of our Audit we neither came across nor have been informed of any continuing failure to correct major weaknesses in internal control.

V. According to the information and explanations given to us, during the year. The transaction that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

VI. The Company has not accepted any deposits during the year from the public, under the ; provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore clause (VI) of paragraph 4 of the aforesaid Order is not applicable to the company.

VII. During the year, the company has no Internal Audit reporting system in commensurate with size and nature of its business. As per the information given to us the company will implement as it grows.

VIII. As informed to us by the company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

IX. a) According to the information and explanation given to us, the company has outstanding liability brought forward from earlier years, in respect of sales tax to the extent of Rs. 33,883/-.The company also has overdue outstanding liability in respect of Provident Fund Rs. 5,373/- & Professional Tax Rs. 5,890/-.

b) As informed to us there are no dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Excise duty, Cess for the financial year ended 31st March '2010, which have not been deposited on account of any dispute.

X. The Company has accumulated losses as at the end of the Financial Year 31/03/2010 to the extent of Rs, 4,29,72,131/- which is more than fifty percent of its net worth. The company has incurred cash losses in the financial year ending 31st March '2010 and in the financial year immediately preceding such financial year.

XI. In our opinion and according to the information and explanations given to us the company has an overdue outstanding liability of Secured Loans to a Bank. The amount outstanding as at 31st March, 2010 is Rs. 2,47,59,455.00. The company has not provided for interest on Secured loan.

XII. As informed to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion the Company is not a Chit fund or a Nidhi / mutual benefit fund/society. Therefore the provisions of clause (XIII) of paragraph 4 of the aforesaid Order is not applicable to the company.

XIV. To the best of our knowledge and belief and according to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments.

XV. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XVI. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII. On the basis of an overall examination of the Balance Sheet of the Company and according to the information and explanation given to us, no such funds raised on short term basis have been used for long term investment and vice versa.

XVIII. According to the information and explanation 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 during the year.

XIX. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not issued any Debentures during the year.

XX. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised any money by public issue during the year.

XXI. During the course of our examination of the books of Account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud, on or by the company nor have we been informed of any such case by the management.

For G. AGARWAL & ASSOCIATES

Chartered Accountants

50, Weston Street CA GOPAL AGARWAL

Room No. 301, 3rd Floor Partner

Kolkata - 700 012 Membership No. 051601

The 27th day of May, 2010 Firm Reg. No. 314088E