Auditor Report of Chemiesynth (Vapi) Ltd.

Mar 31, 2024

We have audited the accompanying Standalone IND AS Financial Statements of Chemiesynth (Vapi) 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 Flow for the year then
ended, and a summary of significant accounting policies and other explanatory information.

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

Basis for Opinion

We conducted our audit of the Standalone IND AS 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 Responsibility for the Audit of the Standalone IND AS 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 IND AS 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 evidence obtained by us is
sufficient and appropriate to provide a basis for our audit opinion on the standalone IND AS financial statements.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment are of most significance in our audit of the
Standalone Ind AS Financial Statements for the financial year ended March 31, 2024. However during our Audit we have
determined that there are no such Key Audit Matters that required significant Auditor''s attention having regard to the size
of the Company''s business and nature of its operations.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual Report but does not include the Standalone Ind AS Financial Statements and our Auditor''s Report
thereon.

Our opinion on the Standalone Ind AS 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 Ind AS Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our
knowledge obtained in the 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 the Management and Those Charged with Governance for the Standalone Ind AS Financial
Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 judgements 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 Ind As Financial Statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

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

Auditor''s Responsibility for the Audit of the Standalone Ind AS Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Standalone Ind AS 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 control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section143(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 the 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 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 Standalone Ind AS Financial Statements, including
the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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 Ind AS Financial Statements for the financial year ended March 31, 2024 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 Companies Act, 2013, 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, the 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 Ind AS Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference
to these Standalone Ind AS Financial Statements and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B" to this report. 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) read with Schedule V of the Act, as amended:

The Company has not paid any managerial remuneration during the year, hence provisions of section 197 read with
schedule V to the Companies Act, 2013 are not applicable to the Company.

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 does not have any pending litigations which would impact its financial position in its Standalone
Ind AS Financial Statements.

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

iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company
in accordance with the relevant provisions of the Act and the Rules made thereunder.

iv. a) The management has represented that, to the best of it''s knowledge and belief, no funds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities
("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 it''s knowledge and belief, no funds have been
received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the company shall, whether,
directly or indirectly, lend or invest in other persons or 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; and

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 1 (e) as prescribed under (a) and (b) above contain any material misstatement.

v. The Company has neither declared any dividend nor paid any dividend during the year. Hence the Compliance
of Section 123 of Companies Act 2013 is Not Applicable to the Company.

vi. On verification of the Company''s accounting software system as informed to us, during the year under review,
the Company is in process of doing trial of implementation of Tally Accounting Software having the feature of
recording Audit Trail of each and every transaction creating an audit log of each change made in the Books of
Accounts along with the date when such changes were made ensuring that such Audit Trail cannot be disabled.

Consequently, we are unable to comment on audit trail feature of the said software.

As provision 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 MANOJ SHAH & CO
CHARTERED ACCOUNTANTS
(Firm''s Registration No. 106036W)

Sd/-

CA. MANOJ T. SHAH
PARTNER

(Membership No. 043777)

UDIN: 24043777BKEWVL6062
Vapi, May 8^th 2024.

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Mar 31, 2014

We have audited the accompanying financial statements of CHEMlESYNTII (VAPI) LIMITED, ("the Comp anyh) which comprise the Balance Sheet as at 315v March, 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 Management of the Company 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 Act1') 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 contra! relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

AUDITORS' RESPONSIBILITY :

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION:

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

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

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date,

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:

a) As required by the Companies ( Auditor's Report) Order, 2003 ("the Order"), as amended by the Companies (Auditors' Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

b) As required by Sec.227(3) of the Act, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts.

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs, Government of India in respect of Section 133 of the Companies Act, 2013.

v. On the basis of written representations received from the Directors as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s: March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEAD OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF CHEMIESYNVH (VAl'I) LIMITED ON THE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31st March, 2014.

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief in our opinion, we further report that: -

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets.

b) As explained to us, Fixed Assets, according to the practice of the company, are physically verified by the Management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the company and the nature of its business. No material discrepancies between the book records and the physical inventory were noticed in respect of the assets physically verified.

c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and the going concern status of the Company is not affected.

2. a) The Stocks of Finished goods, stores, spare parts and the Raw materials and components have been physically verified by the Management at reasonable intervals during the year.

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

c) The company has maintained proper records of inventories and the discrepancies noticed on physical verification of stocks as compared to book records were, as explained to us, not material and the same have been properly dealt with in the Books of Accounts.

3. a) The Company has taken unsecured loans from five parties covered in the register maintained under section 301 of the Companies Act, 1956 aggregating to Rs.458.91 Lakhs.

However the Company has not granted any loans to companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4 (iii) (b), |c) and (d) of the said Order are not applicable to the Company.

b) As per information and explanation given to us the rate of interest & other terms and conditions on which loans referred to in [aj above were taken, in our opinion, are not prima facie prejudicial to the interest of the Company.

4. 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 nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid Internal Control System.

5. a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, the particulars of ail transactions in which directors were interested, as contemplations under Section 301 of the said Companies Act, 1956 have been so entered;

b) In our opinion and according to the information and explanations given to us. where there have been transactions with other parties, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 during the year have been made at prices, which are reasonable having regard to the prevailing market prices for such goods, materials or services at the relevant time, as per information available with the Company.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, Section 58AA or any other relevant provisions of the Act, and the Rules framed there under are not applicable.

7. The Company does not have any formal internal audit system as such, but its control procedures ensure reasonable internal checking of its financial and other records.

8. As explained to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 (1)(d) of the Companies Act, 1956 for the Company's products.

9. a) According to the information and explanations given to us and according to the

books and records of the Company, the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service-tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited by the company during the financial year with appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as mentioned above as at 31st March, 2014 for a period of more than six months from the date they become payable.

b) At the end of the financial year there we re no dues of Sales Tax, Income Tax, Customs Duty. Wealth Tax, Service-tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses as at 31st March, 2014 and it has not incurred cash loss in the financial year ended on that date. However in the immediately preceding financial year the Company had incurred cash loss.

11. Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in the repayment of dues to Banks as at the Balance Sheet date,

12. The Company has not granted Loans & .Advances on the basis of security by way of Pledge of Shares, Debentures & other Securities.

13. The nature of the Company's activities during the year is such that the requirements of clauses (xili) & (xiv) of paragraph 4 of the Order are not applicable.

14. According to information and expianations given to us, the Company has not given any Guarantees for Loans taken by others from Banks or Financial Institutions.

15. The Company has not raised any Term Loans during the year.

16. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that no specific funds have been raised on Short Term basis and therefore no Short Term funds have been specifically used for Long Term Investment purposes.

17. The Company has not issued any fresh Share Capital and hence the question of neither the preferential allotment nor the end use thereof arises.

18. The Company has not issued any debentures and hence the question of creating securities in respect thereof does not arise.

19. During the year, the Company has rot raised money by public issue(s).

20. To the best of our knowledge and belief and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For MANOJ SHAH & CO. CHARTERED ACCOUNTANTS Firm Reg.No.1G6036W

Sd/- (MANOJ T.SHAH) Place: Vapi PARTNER. Date : 01-09-2014 M.No. 043777

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Mar 31, 2013

We have audited the accompanying financial statements of CHEMIESYNTH (VAPI) LIMITED, ("the Company") which comprise the Balance Sheet as at 3151 March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the ActM). 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 misstatements.

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

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

OPINION;

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

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

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

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:

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

b) As required by Sec.227(3) of the Act, we report that;

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

iii. The Balance Sheet and the Statement of Profit and Loss dealt with by this report are in agreement with the Books of Accounts.

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

v. On the basis of written representations received from the Directors as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 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 AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF C11EMIESYNTH (VAPI) LIMITED FOR THE YEAR ENDED ON 31st March, 2013.

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief in our opinion, we further report that: -

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets.

b) As explained to us. Fixed Assets, according to the practice of the company, are physically verified by the Management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the company and the nature of its business. No material discrepancies between the book records and the physical inventory were noticed in respect of the assets physically verified.

c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and the going concern status of the Company is not affected.

2. a) The Stocks of Finished goods, stores, spare parts and the Raw materials and components have been physically verified by the Management at reasonable intervals during the year.

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

c) The company has maintained proper records of inventories and the discrepancies noticed on physical verification of stocks as compared to book records were, as explained to us, not material and the same have been properly dealt with in the Books of Accounts.

3 a) The Company has taken unsecured loans from five parties covered in the register maintained under section 301 of the Companies Act, 1956 aggregating to Rs.404.91 lakhs.

However the Company has not granted any loans to companies firms or Other parties listed in register maintained under section 301 of Companies Act 1956,

b) As per information and explanation given to us the rate of interest & other terms and conditions on which loans referred to in [a] above were taken, in our opinion, are not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the informations and explanations given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services.

5. a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, the particulars of all transactions in which directors were interested, as contemplations under Section 297 and Section 299 of the Companies Act, 1956, and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered;

b) In our opinion and according to the information and explanations given to us, where there have been transactions with other parties, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 during the year have been made at prices, which are reasonable having regard to the prevailing market prices for such goods, materials or services at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, Section 58AA or any other relevant provisions of the Companies At, 1956 and the Rules framed there under are not applicable.

7. The Company does not have any formal internal audit system as such, but its control procedures ensure reasonable internal checking of its financial and other records.

8. As explained to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 <1)(d) of the Companies Act, 1956 for the Company's products.

9. a) According to the information and explanation given to us and according to the books and records of the Company, the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax. Sales Tax, Wealth Tax Service-tax, Custom Duty, Excise Duty, Cess and other material statutory dues have been generally regularly deposited by the company during the financial year with appropriate authorities. According to the information and explanation given to us, there are no arrears of outstanding statutory dues as mentioned above as at 31st March, 2013 for a period of more than six months from the date they become payable.

b) At the end of the financial year there were no dues of Sales Tax, Income Tax. Customs Duty, Wealth Tax, Service-tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses as at 31st March, 2013 and it has incurred cash loss in the financial year ended on that date. However in the immediately preceding financial year the Company has not incurred cash loss.

11. Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in the repayment of dues to Banks.

12. The Company has not granted Loans & Advances on the basis of security by way of Pledge of Shares. Debentures & other Securities.

13. The nature of the Company's activities during the year is such that the requirements of clauses (xiii) & (xiv) of paragraph 4 of the order are not applicable.

14. According to informations and explanations giver to us the Company has not given any Guarantees for Loans taken by others from Banks or Financial Institutions.

15. The Company has not raised any Term Loans during the year.

16. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company we are of the opinion that no specific funds have been raised on Short Term basis and therefore no Short Term funds have been specifically used for Long Term Investment purposes.

17. The Company has not issued any fresh Share Capital and hence the question of neither the preferential allotment nor the end use thereof arises.

18. The Company has not issued any debentures and hence the question of creating securities in respect thereof does not arise.

19. During the year, the Company has not raised money by public issue(s).

20. To the best of our knowledge and belief and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For: MANOJ SHAH & CO., Chartered Accountants, Firm Reg.No.106036W

Sd/- (MANOJ T. SHAH) Place : Vapi. PARTNER Date : 06-09-2013 M.No.043777

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Mar 31, 2012

1) We have audited the attached Balance Sheet of CHEMIESYNTH (VAPI) LIMITED, as at 31st March 2012 and also the Profit and Loss Account and the 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 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order,

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

i. We have obtained ail the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

vi. Attention is invited to Note No. 1 (1) (e) in respect of Accounting of Retirement Benefits on Cash Basis.

Subject to what is stated above, In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes thereon gives the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

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

ANNEXURE TO THE AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF CHEMIESYNTH (VAPI) LIMITED, FOR THE YEAR ENDED ON 31st March 2012.

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief in our opinion, we further report that: -

1. a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets.

b) As explained to us, Fixed Assets, according to the practice of the company, are physically verified by the Management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the company and the nature of its business. No material discrepancies between the book records and the physical inventory were noticed in respect of the assets physically verified.

c) There was no disposal of substantial part of Fixed Assets during the year.

2. a) The Stocks of Finished goods, stores, spare parts and the Raw materials and components have been physically verified by the Management at reasonable intervals during the year.

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

c) The company has maintained .proper records of inventories and the discrepancies noticed on physical verification of stocks as compared to book records were, as explained to us, not material and the same have been properly dealt with in the Books of Accounts.

3. The company has not granted or taken any loans to /from the Companies and Firms covered in the register maintained under section 301 of the Companies Act 1956. Consequently requirements of clauses (iiib), (iiic) and (iiid) of paragraph 4 of the order are not applicable

4. In our opinion and according to the informations and explanations given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services.

5 a) In our opinion and according to the information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956, have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, exceeding the value of Rs. 5.00 lacs In respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

6 The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies At, 1956 and the Rules framed thereunder are not applicable.

7 The Company does not have any formal internal audit system as such, but its control procedures ensure reasonable internal checking of its financial and other records.

8 As explained to us, the Central Government has not prescribed the maintenance of Cost Records under section 209 (1)(d) of the Companies Act, 1956 for the Company's products,

9 a) According to the information and explanation given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the financial year with appropriate authorities though there has been a slight delay in few cases. According to the Information and explanation given to us, there are no arrears of outstanding statutory dues as mentioned above as at 31st March, 2012 for a period of more than six months from the date they become payable.

b) At the end of the financial year there were no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

10 The Company has no accumulated losses at the end of the financial year. It has also not incurred Cash Losses either in the financial year under report or in immediately preceding financial year.

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in the repayment of dues to Banks.

12 The Company has not granted Loans & Advances on the basis of security by way of Pledge of Shares, Debentures & other Securities.

13 The nature of the Company's activities during the year is such that the requirements of clauses (xiii) & (xiv) of paragraph 4 of the order are not applicable

14 According to informations and explanations given to us the Company has not given any Guarantees for Loans taken by others from Banks or Financial Institutions.

15 In our opinion and according to the informations and explanations given to us, the Term Loan was applied for the purpose for which the Loans were obtained

16 According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on Short Term basis have been specifically used for Long Term Investment purposes.

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

18 The Company has not issued any debentures and hence the question of creating securities in respect thereof does not arise.

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

20 To the best of our knowledge and belief and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For, MANOJ SHAH & CO., Chartered Accountants, Firm Reg, No: 106036W

Sd/-

(MANOJ T. SHAH) PARTNER M.No.043777

Place : Vapi. Date : 06.09.2012