Auditor Report of Beeyu Overseas Ltd.

Mar 31, 2024

1. We have audited the accompanying standalone Ind AS financial statements of BEEYU OVERSEAS LIMITED (“the
Company”), which comprise the Balance Sheet as at March 31 2024 and 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 then
ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to
as ‘the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us. the aforesaid Ind AS
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 loss and total
comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (“the
SAs”) specified under section 143(10) of the Companies Act, 2013 (the Act”) 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 (“the ICAI”) together with the independence requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that
the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.

Key Audit Matters

3. Key Audit Matters are those matters that, in our professional judgment, were of most significance m 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 the matters described below to be the key audit matters to be communicated
in our report.

Sl. No.	Key Audit Matter	Auditors’ Response
1	Evaluation of Going Concern Aspect	Principal Audit Observations
	The Company’s accumulated loss as on 31	The Company sold its tea manufacturing unit at Ooty.
	March 2024 exceeds fifty percent of the net	Tamilnadu a few years ago and presently it is not carrying on
	worth.	any tea manufacturing activity. The Company has also leased out its office in Kolkata. The revenue from leasing activity does not commensurate with the operating expenses for the past several years. Only in the financial year 2022-23, the Company earned a pre-tax profit of Rs. 1,04,826. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Information Other than the Standalone Financial Statements and Auditor’s Report thereon

4. 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. Corporate Governance, and Shareholders’ information, but does not include the Standalone Financial
Statements and our Auditor’s Report thereon.

5. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

6. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information
and. in doing so, consider whether the other information is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

7. If based on the work we have performed, we conclude that there is a material misstatement of this “Other Information”
we are required to report that fact, we have nothing to report in this regard

Management’s Responsibility for the Standalone Financial Statements

8. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Actwith 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.

9. 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 do so.

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

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

11. 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
the 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.

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

i. identify and assess the risks of material misstatement of the 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; and

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.

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

14. 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.

15. 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.

16. 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.

17. Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit In conducting
our audit, we have taken into account the provisions of the Act. the accounting and auditing standards and matter which
are required to be included m the audit report under the provisions of the Act and the Rules made thereunder and the
Order issued under section 143(11) of the Act

Report on Other Legal and Regulatory Requirements

18. As required by Section 143(3) of the Act based on our audit, we report that

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

ii) 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.

iii) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income Statement of Changes
in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account

iv) in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards
prescribed under section 133 of the Act.

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

vi) with respect to the adequacy of the internal financial controls over the 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.

vii) 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. no remuneration for
the year ended 31^st March 2024 has been paid/provided by the Company to its Directors and therefore no comments
are made in respect of compliance as enumerated in Section 197(16) read with Schedule V to the Act,

viii) with respect to the other matters to be included in the Auditor’s Report m accordance with Rufe 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:

a. the Company has some pending litigations, but impact thereof on its financial positionis estimated to be not
material and hence, the same has not been accounted for in its standalone Ind AS financial statements.

b. the Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts:

c. there were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company;

d. the Management has represented that other than those disclosed in the notes to accounts:

• no funds have been advanced or loaned or invested by the Company to or in any other person(s) or
entities, including foreign entities (“intermediaries”) with the understanding that the intermediary shall
whether directly or indirectly lend or investin other persons or entities identified in any manner by or on
behalf of the Company (ultimate beneficiaries) or provide any guarantee, security or the like on behalf of
ultimate beneficiaries;

• no funds have been received by the Company from any person(s) or entities including foreign entities (“funding
parties”) with the understanding that such 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 guarantee, security or the like on behalf of the ultimate beneficiaries; and

• Based on the audit procedures performed, we report nothing has come to our notice, that has caused us
to believe that the above representations given by the Management contain any material mis-statement.

e. no dividend was declared or paid during the year by the Company,

f. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 provides for maintaining books of account
using accounting software which has a feature of recording audit trail (edit log).But the company has maintained
the accounts manually, and accordingly, reporting under Rule 11 (g) of Companies (Audit and Auditors) Rules.
2014 is not applicable for the current year. And

19. 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.

For AGARWAL & ASSOCIATES

Chartered Accountants

[Firm’s Regn. No. 323210E]

RAJ KUMAR AGARWAL

Partner

Membership No. 052130

UDIN : 24052130BKAJPY7880

Kolkata, 21.05.2024

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Mar 31, 2014

We have audited the accompanying financial statements of Beeyu Overseas Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualified Opinion

The Company has incurred a net loss of Rs. 7,85,739 for the year ended on March 31, 2014. The Company''s accumulated loss as on March 31,2014 exceeds fifty percent of the net worth. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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 Act.

[Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Beeyu Overseas Limited on the financial statements for the year ended March 31,2014]

In our opinion and according to the information and explanations given to us, the nature of the Company''s business/ activities during the year are such that clauses (xii), (xiii), (xviii), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company. In respect of the other clauses, we report as under:

(i) In respect of its fixed assets:

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

(b) The assets have been physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed of by the Company.

(ii) As the Company does not have any stocks of loose tools, raw materials and finished goods no comments can be made in terms of paragraph 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order.

(iii) (a) The Company has taken unsecured loan from one company under the same management aggregating to Rs. 5,00,000: Maximum Balance due at any time during the year: Rs. 5,00,000 (Previous Year : Rs. 5,00,000). The terms and conditions of the said loan are not prejudicial to the interest of the Company. There are no covenants with regard to repayment of this loan. During the year the Company has not granted any secured or unsecured loan/advance to any party covered in the register maintained under section 301 of the Companies Act, 1956 ("the Act").

(b) Since the terms of repayment of unsecured loan taken have not been stipulated, no specific comments about the regularity or otherwise of repayment of this loan taken can be made.

(c) There has been no overdue interest exceeding Rs. 100,000 in respect of unsecured loan taken. In view of no stipulation as to repayment of the above unsecured loan taken, overdue amount exceeding Rs. 100,000 in respect of principal cannot be ascertained.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to sale of Services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the company has entered the transactions that need to be entered into a register in pursuance of section 301 of the Act at prices which, in our opinion, are reasonable having regard to the prevailing market prices.

(vi) The Company has not accepted any deposits from the public to which the provisions of section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 would apply.

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

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Act. Therefore, the question of reporting on Paragraph 4(viii) of the said Order does not arise.

(ix) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion:

(a) The Company is generally regular in depositing 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 as applicable with the appropriate authorities.

(b) No undisputed amounts payable in respect of Income-tax, Wealth-tax, Service-tax, Sales-tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) As at March 31, 2014, the following are the particulars of dues on account of Income-tax, Wealth-tax, Service-tax, Sales-tax, Customs Duty, Excise Duty and Cess matters that have not been deposited on account of any dispute.

Sl. Nature of Amount Period to which the No. Name of the Statute the dues (Rs.) amount relates

1 Income tax Act, 1961 Income Tax 83,59,411 2001-02

2 Income tax Act, 1961 Income Tax 33,79,059 2002-03

3 Income tax Act, 1961 Income Tax 12,35,977 2003-04

4 Income tax Act, 1961 Income Tax 26,77,782 2004-05

5 Income tax Act, 1961 Income Tax 2,77,248 2005-06

Sl. Forum where the No. Name of the Statute dispute is Pending

1 Income tax Act, 1961 Commissioner of Income tax (Appeals)

2 Income tax Act, 1961 Commissoner of Income tax (Appeals)

3 Income tax Act, 1961 Commissoner of Income tax (Appeals)

4 Income tax Act, 1961 Commissoner of Income tax (Appeals)

5 Income tax Act, 1961 Commissioner of Income tax (Appeals)

(x) The company has an accumulated loss of Rs. 22,93,73,529 at the beginning of the year and has an accumulated loss of Rs. 23,01,59,268 at the end of the financial year. The company has incurred cash loss of Rs. 2,60,934 during the financial year covered by our audit and incurred cash loss of Rs. 5,85,465 in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not taken any loan from banks, financial institutions nor has it issued any debentures.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has not made any investments in shares, securities, debentures and other investments.

(xiii) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

(xiv) According to the information and explanations given to us, no term loans have been taken by the Company during the year under reference.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used during the year for long-term investment. Also, no long-term funds have been used to finance short-term assets except permanent working capital.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no significant fraud on the Company has been noticed or reported during the year.

For ROHIT SHUKLA & ASSOCIATES Chartered Accountants [Firm Registration No. 315178E]

ROHIT SHUKLA Proprietor Membership No. 052453

Kolkata, May 28, 2014

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Mar 31, 2013

Report on Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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 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 auditors'' consider 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.

Basis of Qualified Opinion

The Company has incurred a net loss of Rs. 11,47,454 for the year ended on March 31,2013. The Company''s accumulated loss as on March 31, 2013 exceeds fifty percent of the net worth. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Beeyu Overseas Limited on the financial statements for the year ended March 31, 2013]

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

(b) The assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed of during the year are not substantial and therefore the question of reporting on Paragraph 4(i)(c) of the Companies (Auditor''s Report) Order, 2003 (herein referred to as the said Order) does not arise.

(ii) As the Company does not have any stocks of loose tools, raw materials and finished goods no comments can be made in terms of paragraphs (ii) (a), (b) and (c) of the Order.

(iii) (a) The Company has taken unsecured loan from one company under the same management aggregating to X 5,00,000: Maximum Balance due at any time during the year: X 5,00,000 (Previous Year: Nil). The terms and condition of the said loan is not prejudicial to the interest of the Company. There are no covenants with regard to repayment of this loan. During the year the Company has not granted any unsecured loan/ advance to any party covered in the register maintained under Section 301 of the Companies Act, 1956 ("the Act"). The aggregate balance outstanding at the year end of one unsecured loan/advance given to a director (who retired with effect from 03.04.2012) has been Rs. 17,56,033: Maximum Balance due at any time during the year: X 23,56,033. The terms and conditions of this unsecured loan/advance granted by the Company are prima facie not prejudicial to the interest of the Company

(b) Since the terms of repayment of unsecured loan taken and unsecured loans/advances given, have not been stipulated, no specific comments about the regularity or otherwise of repayment of these loans taken and loans/advances given can be made.

(c) There has been no overdue interest exceeding X 100,000 in respect of unsecured loans taken as well as unsecured loans/advances granted. In view of no stipulation as to repayment of all the above unsecured loans taken and unsecured loans/advances granted, overdue amount exceeding X 100,000 in respect of principal cannot be ascertained.

(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 with regard to purchase "w" and the sale of Services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) According to the information and explanations given to us, the company has entered the transactions that need to be entered into a register in pursuance of section 301 of the Act at prices which, in our opinion, are reasonable having regard to the prevailing market prices.

(vi) The Company has not accepted any deposits from the public to which the provisions of section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 would apply.

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

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Act. Therefore, the question of reporting on Paragraph 4(viii) of the said Order does not arise.

(ix)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, Customs Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income- tax, Wealth-tax, Service-tax, Sales-tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable.

(x) The company has an accumulated loss of 1 22,82,26,075 at the beginning of the year and has an accumulated loss of Rs. 22,93,73,529 at the end of the financial year. The company has incurred cash loss of Rs. 5,85,465 during the financial year covered by our audit, however in the immediately preceding financial year the company has not incurred any cash loss.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks. The Company has not taken any loan from financial institutions nor has it issued any debentures.

(xii) According to the information and explanations given 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) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Paragraph 4(xiii) of the said Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly'' the provisions of Paragraph 4(xiv) of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, no term loans have been taken by the Company during the year under reference.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion no funds raised on short-term basis have been used for long-term investment. Also, no long-term funds have been used to finance short-term assets except permanent working capital.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures. Accordingly, the question of creating a security for debentures does not arise.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the question of disclosure of end use of such monies does not arise.

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

For ROHIT SHUKLA & ASSOCIATES

Chartered Accountants

[Firm''s Registration No. 315178E]

ROHIT SHUKLA

Proprietor

Membership No. 52453

Kolkata, May 28, 2013

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Beeyu Overseas Limited, as at March 31, 2010, and the related Profit and Loss Account and Cash Row Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 tha,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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, 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 according to the information and explanations given to us during the course of our audit, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We report that

a) The company has incurred a loss of Rs. 29,743,505 for the year ended as on 31st March 2010. As at 31st March 2010, the companys current liabilities exceeded the current assets by Rs. 80,001,774 and ihas not repaid principal amount within the stipulated period and failed to pay the interest on Working Capital Term Loans to a bank during the year ended 31st March 2010. Further, in view of what has been stated in note 5 of the Schedule 19 regarding Discontinuing Operations, we are unable to comment whether the company will be able to continue as a going concern.

b) As indicated to in note 4 of Schedule 19, no provision has been made towards the liability of Income Tax pursuant to the order passed by Income Tax Appellate Tribunal, the amount of which has not been ascertained.

5. We further report that:

(a) Subject to our remarks in Para 4 above, we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

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

(d) 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 Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, 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 as on that date.

(f) In our opinion and to the best of our information and according to the explanations given to us subject to our % remark in paragraph 4 above, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2010; (ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.





ANNEXURE TO AUDITORS REPORT





[Referred to in paragraph 3 of the Auditors Report of even date to the members of Beeyu Overseas Limited on the financial statements for the year ended March 31, 2010] v

1. (i) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets.

(ii) As explained to us, The fixed assets have been physically verified by the management during the year and no material discrepancies between the books records and Physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(iii) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. There being no inventory during the period under review, the provisions relating to inventory are not applicable.

3. (i) The company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clause 4(iii) (b), (c) and (d) of the order are not applicable for the year under report.

(ii) The Company has not taken any Loans, secured or unsecured, from Companies, firms or others parties covered in the register maintained under section 301 of the Act. Hence the provisions of clause 4(iii) (f) and (g) of the order are not applicable for the year under report.

4. In our opinion there are adequate internal control procedures 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. Further, during the course of our audit we have neither come across nor we have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

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

(ii) In our opinion and according to the explanation given to us, no transactions were made in pursuance of such contracts or arrangements exceeding Rs. 5 lacs in respect of any party during the year.

6. The company has not accepted any deposits from Public within the meaning of Sections 58A and 58AA of the Act and rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the rules made by the Central Govt, of India, the maintenance of cost records has been prescribed under clause (d) of sub section 1 of section 209 of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made detailed examination of the records with a view to determine whether they are accurate and complete as there were no production during the year.

9. (a) According to the information and explanations given to us and records of the company examined by us, in cur opinion, the company is generally regular in depositing undisputed statutory dues including, investor educaton and Protection Fund, employees state insurance, income tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues as applicable with the appropriate authorities except dues in respect of provident fund, sales tax. The extent of arrears of such statutory dues outstanding as at 3)st March 2010 for a period of more than six months from the date they become payable are as follows:

Nature of Dues Amount (Rs.)

Provident Fund 49870

Sales Tax 48857

(b) According to the Information and Explanation given to us and the records of the Company examined by us, the particulars of dues of Income tax as at 31st March 2010 which have not been deposited on account of any dispute, are as follows:

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

Income Tax Income tax on 6,098,081 2003-2004 Commissioner Act 1961 export benefit 2004-2005 of Income Tax Appeals 2005-2006 IV-kolkata

Income Tax Income tax on 277,248 2006-2007 Assessing Officer Act 1961 export benefit

10. In our opinion the Companys accumulated losses as at 31st March 2010 is more than 50% of its net worth. The Company has incurred cash loss during the current year and also in the immediately preceding financial year.

11. According to records of the Company examined by us and the information and explanation given to us, the company has defaulted in repayment of dues amounting to Rs. 69.13 lacs to financial institutions or banks or debenture holders as at balance sheet date other than dues of principal amount of Bank loans.

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

13. The Company is not a chit fund or a nidhi, mutual benefit fund or society. Therefore, the provisions of clause 4(xiii) of the aforesaid Order are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and condition of the guarantees given by the company, for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

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

17. According to the information and explanations given to us , the company has not applied short-term borrowings for long term use during the year.

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

19. The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

20. The company has not raised any money by public issues during the year.

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



For H. K. AGRAWAL & CO.

Chartered Accountants

(H.K.Agrawal)

Partner

Place: Kolkata Membership No. 013937

Date: 26th May, 2010 FRN 308090E