Auditor Report of Chandra Prabhu International Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Chandra Prabu International Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows
for the year ended on that date and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner
so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2025, and its profit 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 standalone financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in
the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(ICAI) together with the ethical requirements that are relevant to our audit of the standalone 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

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 Annexure to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include
the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 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.

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.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act
2013(the Act) with respect to the preparation of these standalone financial statements that give a true and fair view
of the financial position, financial performance, 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.

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 the management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 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
relevant books of account.

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

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

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

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information
and according to the explanations given to us, no remuneration has been paid by the Company to its
directors during the year.

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 disclosed the impact of pending litigations on its financial position in its
standalone financial statements.

ii. 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.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in 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 of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend has been declared or paid by the Company during the financial year.

vi. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31,2025, which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded
in the software. Further, during the course of performing our procedures, we did not notice any instance of
audit trail feature being tampered with in cases where the audit trail feature was enabled or audit trail not
preserved by the Company as per the statutory requirements for record retention.

For J P S& CO
Chartered Accountants
FRN 004086N

C A J C Verma
Partner
M. No. 083210
UDIN:25083210BMHEOP5986

Place : Gurugram

Dated : 29^thMay2025

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Mar 31, 2024

TO THE MEMBERS OF CHANDRA PRABU INTERNATIONAL LIMITEDReport on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of Chandra Prabu International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit 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 standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

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 Annexure to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 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.

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.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013(the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, 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.

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 the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 [A] As required by Section 143(3) of the Act, based on our audit 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 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 relevant books of account.

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

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

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

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. 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.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in 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 of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 14 to the standalone financial statements.

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have not proposed any dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording

audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during our audit we did not come across any instance of the audit trail feature being tampered with.

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

For J P S & CO Chartered Accountants FRN 004086N

C A J C Verma

Place: Gurugram Partner

Dated: 28 th May 2024 M. No. 083210

UDIN:24083210BKEBPZ9032

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Mar 31, 2015

We have audited the accompanying standalone financial statements of M/s Chandra Prabhu International Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 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 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 the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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 standalone 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 there under.

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 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 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 accounting policies used and the reasonableness of the accounting estimates made by 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 standalone 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 31,2015;

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 Flow 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 issued by Central Government of India in terms of sub-section 143 of the Companies Act, 2013, we give in the annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by section 143(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 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, Statement of Profit and Loss Statement and 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 According Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) there are no observations and comments on financial transactions or other matters which have an adverse effect on the functioning of the Company.

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

g) There are no qualifications, reservations or adverse remarks relating to maintenance of accounts and other matters connected therewith.

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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company doesn't have any pending litigations which would impact its financial position

ii. The Company did not have any long term contracts including derivative contracts having any material foreseeable losses for which provision was required to be made under the applicable law or accounting standard.

iii. There was no amount which was required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

Referred to Paragraph 1 of our "Report on other Legal and Regulatory Requirements" on even date:

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

(b) The fixed assets have been physically verified by the management according to the phased program of three years which is reasonable with regard to size of the company and nature of its assets. Pursuant to the program, a portion of the fixed assets have been physically verified by the management during the year and no significant material discrepancies between the book records and such physical verification have been noticed.

(c) No fixed assets have been disposed of during the year and in our opinion it does not affect the going concern of the company.

2 a. The management has conducted physical verification of inventory at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

3 In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013

a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to three companies, firms, or other parties covered in the register maintained u/s 189 of the Companies Act, 2013,.

b. As informed to us, the company has taken interest free unsecured loans from a director covered in the register maintained u/s 189 of the Companies Act, 2013. The maximum balance outstanding during the year is Rs 460 lacs and year end balance is 364.65 Lacs.

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

5 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits, hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable to it. According to the information and explanations given to us, no order has been passed against the company by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6 We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of records with a view to determine whether they accurate and complete.

7 a. According to the information and explanation given to us and the records of the company examined by us, the Company is generally regular in depositing with the appropriate authorities 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 any other material statutory dues applicable to it.

b. According to the information and explanation given to us, undisputed statutory dues which are outstanding as at 31st March, 2015, for a period more than six months from the date they became payable are, Income Tax Dues for F.Y. 1995-96 of Rs 7,34,312/-.

c. According to the information and explanations given to us, there are no amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8 The Company has no accumulated losses at the end of 31st March, 2015. The Company has not incurred cash losses in the financial year covered by our audit or in the immediately preceding financial year.

9 In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institution or bank as at the Balance Sheet date.

10 According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year. Accordingly, the provisions of clause 3(x) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

11 According to the information and explanations given to us the company has not availed any term loan during the year. Accordingly, the provisions of clause 3 (xi) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

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

For J P S & CO Chartered Accountants FRN 004086N

C A J C Verma Partner M. No. 083210 Place : New Delhi Dated: 29.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Chandra Prabhu International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 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.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 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 Act (hereinafter referred to as the "Order"), 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, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

In our opinion, based on the information and explanations furnished to us and such checks as we considered appropriate in the normal course of our audit, and to the best of our knowledge and belief, we further report that:

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

b) Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the book records.

c) No fixed assets have been disposed off during the year and in our opinion it does not affect the going concern of the company.

ii. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular interval during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

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

a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to three companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, .

b. As informed, the company has taken interest free unsecured loans from a director covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum balance outstanding during the year is Rs 226.50 lacs and yearend balance is Nil.

iv. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

v. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there is no transactions or contracts that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

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

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 .

ix. In respect of statutory dues :

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Value Added Tax, Central Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues as applicable to it except in certain instances where delay were noticed.

b. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2013 for a period of more than six months from the date they became payable are, Income Tax Dues for the financial year 1995-96 '' 7,34,312/- but no amount is shown as

recoverable as per records of the tax department.

x. The Company has no accumulated losses at the end of the financial year March 31, 2014. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company 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 4(xiii) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

xiv. Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

xv. In our opinion and according to the information and explanations given to us, where the Company has not given guarantee for loans taken by others from banks or financial institutions, during the year.

xvi. In our opinion and according to the information and explanations given to us term loans have been applied for the purposes for which they were obtained during the year.

xvii. According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis which have been used for long-term investment and vice versa.

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 Companies Act, 1956.

xix. During the year, the Company has not issued any debentures.

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

xxi. In our opinion and explanation given to use, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For J P S & CO Chartered Accountants FRN:004086N

J C Verma Partner M.No.83210 Place : New Delhi Dated : 26/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Chandra Prabhu International Limited ("The Company"), which comprise me Balance Sheet as at March 31. 2013, tne Statement ol Profht and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and ether explanatory information.

Management''s Responsibility for the Financial Statements

Managemenl is responsible for the preparation of these financial statements thai give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance wilrr the Accnunling Standards referred lo in suo-section (3C) of seclion 211 of the Companies Act, 195G ("the Act")- This responsibility Includes the design, implementation and maintenance ol Internal control relevant to Ihe preparation and presentation u; the financial statements that g vc a true ar-o farr v:ew and are free from material misstatement, whether due lo Iraud or error.

Auditor''s Responsibility

Our responsibility is lo express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Ihe Standards on Auditing issued by Ihe Institute of Chartered Accounlanls of India. Those

Standards require lhat we comply wifh ethical requirements and olan and oerform She audit to obtain reasonable assurance about whether the financial statements nne free from material misslalement.

An audit involves performing procedures to obtain ajdif evidence about Ihe amounts and disclosures in the financial staternerls. The procedures selected depend en Ihe auditor''s judgment, including the assessment Of Ibe risks of material misstatement of the financial statements, whether due Id fraud or error. In making those risk assessments. the auditor considers interrat control relevant to the Company''s oNsririnilinn ord fair presentation of the financial statements in oro''er to design audit procedures [bat are appropriate in the circumstances. An audit also includes evaluating [he appropriateness of account ng policies used and the reasonableness nf tno accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to (he best of our information and according to the explanations given to us, the financial statements give Ihe into''mat ion required by the Act in the marine.1" so required and give a true and ''a:r view in conformity with the accounting principles generally accepteu ,n India:

a} in the case of the Balance Sheet, of the stale of affairs of Ihe Company as at March 31, 2013; b) in the case of the Statement nt Profit and Loss c* the Profit fur the year ended en IhaL dale; and C) in the case of the Cash Flow Statement, of the cash flows for t.^e /ear ended un that date.

Report on other Legal and Regulatory Requirements

1. As required by thsj Coin pan ins (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of Iridic in term:; of sub-seel inn (4A) ot section 227 nl the Act. we give in the Annexure a statement on the matters specified in paragraphs 4 and h of the aa^d Oder lo the cxter.t applicable, on the basis ol such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us.

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

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

b) in our opinion proper books oi account as reouired by law have been kep! by the Company so far as appears Irom our examination of I hose books

c) Ihe Balance Sheel, Statement of Profit and Loss and Cash Flow Statement dealt with by ths Repurt are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Row Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of tfie Companies Act, 1356;

e) on Iho basis of written representations received from the d''rectnrs as on March 31, 2013, and taken on record by the Hoard of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a djnector in terms of clause (g) of sub-section (1) of section 274 of Ihe Companies Act. 195(i.

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

In our opinion, based on the information and explanatory furnished to us and such checks .in wn conside.-ed appropriate in the normal course of our audit, and to the best of our knowledge and belief, we further report thai:

i. a) The Company has maintained ''prape- records showing. full psrt.cjlars inducing quantitative details and

situation of its (ixed assets.

b) Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard lu the size ol the Company and nature of-its assets. No material discrepancies v;ere noticed on such verification as compared with the book records,

c) The fivod assels disposed off during iho yca.r, in our opinion do not constitute a substantial part of the lived assets of the company and such disposal has, in our opinion, not affected the going concern of trie company.

ii. In respect of ils inventories ;

a. As explained to us, inventories have been physically verified by the management at regular interval during the year except for stock in transit.

b. In our opinion and according fo the information arid explanations given In us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in rotation tc the of Iho company.

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared lo the book records were not material.

Bi. In respect of the loans, secured or unsecured, granted or laken by the company tovfrom companies, !>rm or ut*er parties covered in Iho register maintained under section 301 of the Companies Act, 1956.

a. According to Ihe information and explanations giverh lo us, the Company has not granted loans, secured or unsecured to three companies, lirrns, or other parties covered in the register maintained u/s 301 of the Companies Act. 1956.

b, As informed, the company has laken loans, secured or unsecured from director covered in the register maintained u/s 301 of the Companies Act, 195G.

iv. In our opinion and according to the information and explanation given tc us: there is an adequate in(e:nai control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the. sale of goods and services. During the course of our audi!, no major weaknesses have been noticed in the internal control system in respect of these areas.

v. In respect of Ihe contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) Cased on audit procedures applied by us and according to the information and explanations provided oy the management, we are of the opinion that there arc no transactions or contracts that reed tc bo entered into Ihe register maintained under section 301 of the Compan cs Act, 1956.

vi. The Company has not accepted any deposits from the publk;-

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature cf ''s business,

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section £09 (1)(d) of the Companies Act. 1956.

ix. In respect of statutory dues :

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection fund. Employees Stale Insurance, Value Added Tax. Central Sales Tax, Service Tax, Customs Duty. Excise Duty. Cess and other statutory dues as applicable to it except in certain instances where delay were notiteo. b. On the basis oJ iniormalion and records produced before us, undisputed statutory d-^es w^ich ire oulstanding as on 31 .03.2013 fcr a period of more iha.''i six conths ''rnn Ehe date they became payable are Income Tax Hues tor the financial year 1995-95 Rs. 7,34,31 £/¦

x. The Ccmpany has no accumulated ''esses at th-e end uf the I''nancial year March 3T, 2013. Furthe''. toe company has not incurred any cash losses during I he lmanr.i;;l year covered by our audi! or in the immediately preceding financial year,

xi. Bases on our audi! procedures and according tu the informal on and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders,

xii, In our cpinion and according in the explanations given lo us and based on Ihe information available, no loans and advances have been granted by the Company on trie basis c! security by way of piedge of Shares, debentures and other secuhlies.

xiii. In our opinion, the Company is not a chit fund or a nidbi/mutual benefit fund/society. Therefore, Ihe provisions cf clause 4(xi ij d! the Companies (Auditor''s Report) Ordef 2003, are not applicable to the Company.

xiv. Based on our examination ol records and evaluation of the related interna! controls, we arc of the opinion that proper records have been maintained el the transacting; and contracts and timely entries have been made in those records. We also report thai Ihe Company has held the investments in its own name.

xv. In our opinion and according to the information and explanations given to us, where Ihe Company has not given guarantee for loans taken by others from banks or tinancal institutions, during the year.

xvi. In our opinion and according to the information arc cxpla*at c-->s given to us term loans have beer'' applied fur Ihe purposes for which they were obtained during the year.

xvii. According to the information and explanation given to us and on the overall examination ot the Balance Sheet of the Company, wo are oi the opinion that there are r.o v.rcs raised on short-lerm basis which have been used for lo
xvjii. The Company has not made any preferential allotmenl ol shares to parties and companies covered in the Register maintained under section 301 Of the Companies Act, 1956.

xix. Duringthc year, the Company has not issued any debentures.

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

xxi. In Dur opinion and explanation given 1c use, no fraud en or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For J PS* COMPANY

Chartered Accountant

J C Vcrma

Partner

M.NC.R3210

Place : New Delhi

Dated: 3005.20 13

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Mar 31, 2012

1) We have audited the attached Balance Sheet of CHANDRA PRABHU INTERNATIONAL LIMITED as at March 31, 2012 and the Statement of Profit and Loss and Cash Flow Statement of the Company 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 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 disclosure 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 (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Order 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) 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 the audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order:

4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 such books.

c) The Balance Sheet, 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 Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of the written representations received from the directors and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as directors in terms of clause (g) of Sub-section (1) 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to explanations given to us, the said Balance Sheet, Statement of Profit & Loss and Cash Flow Statement read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India

1. In the case of Balance Sheet, of the State of Affairs of Company as at March 31, 2012, and

2. In the case of Statement of Profit & Loss of the Profit of the Company for the year ended on that date

3. In the case of Cash Flow Statement of the cash flows of the company for the year ended on that date.

ix. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2012 for a period of more than six months from the date they became payable are, Income Tax Dues for the financial year 1995-96 Rs. 7,34,312 and 1999-2000 Rs.6,38,634.

x. The Company has no accumulated losses at the end of the financial year March 31, 2012. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company 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 4(xiii) of the Companies (Auditor's Report) Order 2003, are not applicable to the Company.

xiv. Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

xv. In our opinion and according to the information and explanations given to us, where the Company has not given guarantee for loans taken by its subsidiaries from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us no term loans were given during the year.

xvii. According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis which have been used for long-term investment and vice versa.

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 Companies Act, 1956.

xix. During the year, the Company has not issued any debentures.

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

xxi. In our opinion and explanation given to use, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

ForJPS& COMPANY

Chartered Accountant

FRN:004086N

J C Verma

Partner

M.No.83210

Place: New Delhi,

Dated: 27/08/2012

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Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S CHANDRA PRABHU INTERNATIONAL LIMITED as at March 31, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 statements. 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) Order 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) 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 the audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order:

4) Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) In our opinion, and based on information and explanation given to us, none of the directors are disqualified as on 31st March 2010 from being appointed as directors in terms of clause (g) of Sub- section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it relates to Balance Sheet, of the State of Affairs of Company as at March 31, 2010;

ii) In so far as it relates to Profit and Loss Account, of the Profit of the Company for the year ended on that date.

iii) In so far as it relates to the Cash Flow statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 3 ofour report of even date

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

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

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular interval during the year except for stock in transit.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our. opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the registermaintainedundersection301 ofthe Companies Act, 1956.

a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. other than interest free advances aggregating to Rs. 64,50,000/- granted during the year to South West Drilling & Infrastructure Ltd wholly owned subsidiary for setting up new projects and making strategic investments in other subsidiaries/Companies.

The maximum amount due during the year is Rs 1.33,17,046-and the year end balance of the advances so granted is Rs 1,32.17,046;.

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such advances, may not be considered prima facie prejudicial to the interest of the Company

c. As there are no loans granted, secured or unsecured, comments on repayment of the principal amount and payment of interest is not required.

d. There is no overdue amount of loans granted to companies listed in the register maintained u/s 301 of the Companies Act. 1956

e. As informed, the company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

5. In respect of the contracts or arrangements referred to in. Section 301 of the Companies Act, 1956:

a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions or contracts that need to be entered into the register maintained under section 301 of the Companies Act. 1956.

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

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

8. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (l)(d) of the Companies Act. 1956.

9. In respect of statutory dues:

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund. Employees State Insurance. Value Added Tax. Central Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues as applicable to it except in certain instances where delay were noticed.

b. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2010 for a period of more than six months from the date they became payable are. Income Tax Dues for the financial year 1995-96 Rs. 7,34.3 12 and 1999-2000 Rs.6,38.634.

10. The Company has no accumulated losses at the end of the financial year March 31, 2010. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year

11. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders

12 In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14 Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

15. In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks financials institutions, the terms and conditions thereof are not prejudicial to the interest of the Company.

16, In our opinion and according to the information and explanations given to us term loan were applied for the purposes for which the loans were obtained

17 According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment and vice versa

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. During the year, the Company has not issued any debentures.

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

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



for J P S & COMPANY

Chartered Accountants

Firm Reg. No. 004086N

J C VERMA

PARTNER

M. No. 83210

PLACE : NEW DELHI

DATED : 2nd September, 2010