Auditor Report of CLIO Infotech Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Clio Infotech limited (the
"Company") which comprise the Balance Sheet as at March 31, 2024, the Statement of
Profit and Loss (Including Other Comprehensive Income), statement of changes in equity
and statement of cash Flow for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other
explanatory information (herein after referred to as "the financial statements").

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

Basis of Opinion

We conducted our audit of the financial statements in accordance with the Standards
on Auditing ("SA"s) 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 Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the Rules made
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 financial statements.

Key Audit Matters

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

We have determined the matters below to be key audit matters to be communicated in
our report:

Key Audit Matters	How the matter was addressed in our Audit
Appropriateness of Current and Non¬ Current Classification	For the purpose of current & non-current classification the Company has considered its normal operating cycle as 12 Months and the same is based on services provided, acquisition of assets or inventory, their realization in cash and cash equivalents. The classification is either done on basis of documentary evidence and if not then on the basis of managements best estimate of period in which asset would be realized or liability would be settled.
Expected credit loss allowances Recognition and measurement of impairment of financial assets involve significant management judgement. With the applicability of Ind AS 109, credit loss assessment is now based on expected credit loss (ECL) model. The Company''s impairment allowance is derived from estimates including the historical default and loss ratios. Management exercises judgement in determining the quantum of loss based on a range of factors. The most significant areas are loan staging criteria, calculation of probability of default / loss and consideration of probability weighted scenarios and forward looking macroeconomic factors. There is a large increase in the data inputs required by the ECL model. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model. In some cases, data is unavailable and reasonable alternatives have been applied to allow calculations to be performed. As per management opinion, there is no expected credit loss in several financial assets including the trade receivables and other financial assets of the Company and all are on fair value, based on the assessment and judgement made by the board of the company.	In view of the significance of the matter we applied the following audit procedures, on test check basis, in this area, among others to obtain reasonable audit assurance: • We evaluated management''s process and tested key controls around the determination of extent of requirement of expected credit loss allowances, including recovery process & controls implemented in the company for trade receivables and other financial assets. It was explained to us by the management that the control exists relating to the recovery of receivables, including those aging for large periods and in the opinion of the board there is no requirement making expected credit loss allowance. • We have also reviewed the management response and representation on recovery process initiated for sample receivables, and based on the same we have place reliance on these key controls for the purposes of our audit.

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

The Company''s Management and Board of Directors are responsible for the other
information. The other information comprises the information included in the
Company''s annual report, but does not include the financial statements and our
auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

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

If, based on the work we have performed, we conclude 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.

2. Management''s Responsibility for the Financial Statements

The Company''s Management and Board of Directors are responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation of these financial
statements that give a true and fair view of the state of affairs, profit/loss and 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. This responsibility
also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the respective management and board of
directors are 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 Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

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

3. Auditor''s Responsibility for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 control 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 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 ability of the Group 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.

• Obtain sufficient appropriate audit evidence regarding the financial information
of the entities within the Group to express an opinion on the financial
statements.

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

We communicate with those charged with governance of the Company and such
other entities included in the financial statements of which we are the independent
auditors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

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

4. Report on Other Legal and Regulatory Requirements

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

the Central Government of India in terms of section (11) of section 143 of the
Companies Act, 2013 we give in the "Annexure-A" a statement on the matters
specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

ii. 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 purpose of our audit of the afore
said financial statements;

b. In our opinion proper books of account as required by law relating to preparation
of the afore said financial statements 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 (including other comprehensive
Income), Statement of changes in equity and Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account maintained
for the purpose of preparation of the financial statements.

d. In our opinion, the aforesaid financial statements comply with the Indian
Accounting Standards specified under section 133 of the Act, read with the Rule 7
of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March
31, 2024, and 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 internal financial controls
over financial reporting of those companies.

g. With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.

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

i. The company does not have any pending litigations which would impact its
financial position.

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

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

iv. (a) The respective Managements of the Company, whose financial statements
have been audited under the Act, have represented to us that, to the best of
their 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 or in any other person or entity, including foreign entity
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf
of the Company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(b) The respective Managements of the Company, whose financial statements
have been audited under the Act, have represented to us that, to the best of
their 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, 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 performed by us on the Company whose
financial statements have been audited under the Act, 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. In Our Opinion and according to the information and explanation given to us,
the company has not declare any dividend.

VI. Based on our examination which included test checks, the company has used
an accounting software for maintaining its books of account which has a
feature of recording audit trail facility enabled and the same was operated
throughout the year for all relevant transactions recorded in the software.

For, S. D. Mehta & Co.

Chartered Accountants
(Registration No. 137193W)

Date: 27^th May, 2024
Place: Ahmedabad

Shaishav D. Mehta

Partner
M.No.: 032891
UDIN:24032891BKAFZR2567

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Mar 31, 2014

We have audited the accompanying financial statements of CLIO INFOTECH LIMITED (the Company), which com- prise 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.

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 Sep- tember, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accor- dance with the accounting principles generally accepted in India. This responsibility includes the design, implementa- tion and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor''s 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 account- ing 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(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 of the Company for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of 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.

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with 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 the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

Annexure to Independent Auditors'' Report Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our 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 situ- ation of fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such physical verification.

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

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the fre- quency 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 and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material dis- crepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, taken by the Company from companies, firms or other parties covered

in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has taken loans from 1 party. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs.18.96 Lac and the year-end balance is 0.46 Lacs (including interest free loan of Rs.0.46 Lacs at year end).

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the Company.

c) The aforesaid loans were repayable on demand.

In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has given loans to 3 parties. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs.4.07 Crore and the year-end balance is 2.88 Crore .

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company except in case of one loan where interest was not charged in which case maximum Loan amount was Rs.3.10Lacs & was received back during the year.

c) The aforesaid loans were repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

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

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursu- ance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts / arrangements that need to be entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. Although, the company did not have a formal internal audit system during the previous year, in our opinion, its internal control procedures involved reasonable internal checking of its financial and business transaction.

8. According to information and explanation given to us, provisions of cost records to be maintained pursuant to the Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under Sec- tion 209(1)(d) of the Companies Act, 1956 are not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Edu- cation and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us by the manage- ment, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us by the management, details of dues of Income Tax, Sale Tax, Custom Duty and Excise Duty which have not been deposited as on March 31, 2014 on account of disputes are given below:

Name of Nature of the Amt. Period to which Forum where the Statute Dues in Rs the amount relates dispute is pending

- - - - -

10. The Company has accumulated losses at the end of the financial year but are not more than 50% of networth. The Company has not incurred cash losses during the financial year covered by the audit but has incurred the same in immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, Company has not raised any funds from financial institutions, banks and debenture holders so the question of default in their repayment is not applicable.

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, deben- tures and other securities.

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

14. The Company has maintain proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries. According to the information provided to us by the Management, all shares, securities, and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us by the management, Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company has not raised any term loans during the year so question of application of same is not appli- cable.

17. According to the information and explanations 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 used for long-term investment during the year.

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

19. According to the information and explanations given to us, the Company has not issued any secured debentures.

20. The Company has not raised any capital by way of public issues during the year

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

FOR S. D. MOTTA & ASSOCIATES Chartered Accountants Date : 29/05/2014 SANJAY MOTTA Place : Dombivli Proprietor Mem. No. 107688

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Mar 31, 2013

Report on Financial Statement

We have audited the accompanying financial statements of CLIO INFOTECH LTD., which comprise the Balance Sheet as at 31st March 2013 , the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

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 the cash flows of the company in accordance with the Ac- counting Standards referred to in Section 211(3C) of the Companies Act 1956, and in accordance with the accounting principles generally accepted in India. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give true and fair view and 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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 state- ments 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on other Legal and Regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government 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.

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 the law have been kept by the Company so far as it appears from our examination of those books.

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

a) (e) On the basis of the written representations received from the directors as on 31 st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2013 from being appointed as a director in terms of Section 274(l)(g) of the Act.

The Annexure referred to in paragraph 1 of our Report of even date to the members of CLIO INFOTECH LTD on the accounts of the Company for the year ended 31st Mar.''2013 -

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

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

2) According to the information and explanations given to us, the fixed assets have been physically verified by the management at reasonable interval during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such physical verification.

3) In our opinion and according to the information and explanations given to us, no Fixed Assets had been disposed off by the Company during the year.

4) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

5) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

6) The Company has been maintaining proper records of inventory. However discrepancies noticed on physical verification of stocks, as compared to book records were not material and have been properly dealt within the books of accounts.

7) The Company has granted / taken loans, secured or unsecured, to / from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 19S6 and the terms and conditions of the said loans are prima facie not prejudicial to the interest of the Company except to the extent of Interest not charged on two parties

8) The Company has not taken loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

9) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods & services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system of Company.

10) According to the information and explanations given to us, we are of the opinion that the particulars of all con- tracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. In our opinion and according to the information and explanations 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 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

11) In our opinion, and according to the information and explanations given to us, the provisions of Sections 58 A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company as Company has not accepted any deposits from the public.

12) Company does not have any formal internal audit system but according to management they have strong internal control commensurate with the size & nature of its business.

13) The provisions of maintaining cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities are not applicable to the Company.

14) According to the information and explanations given to us by management, there are no undisputed statutory dues payable in respect of Investor Education and Protection Fund, Income-tax, Sales-Tax, Custom Duty, Service Tax etc. which are outstanding as at 31st March''13 for a period of more than six months from the date they became payable. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

15) Accumulated losses at the end of the financial year are not more than 50% of Net worth of the Company & Company has incurred cash losses during the financial year and in immediately preceding financial year as well.

16) Company has not obtained loan from any financial institution or bank or debenture holder so question of default does not arise.

17) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the requirements of item (xii) of paragraph 4 of the Order is not applicable to the company.

18) The company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirements of item (xiii) of para- graph 4 of the Order is not applicable to the company.

19) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

20) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

21) As per information and explanations given to us & from records it is observed that company has not taken any term loan taken during the year.

22) According to the information and explanations given to us and on the examination of records, no funds raised on short-term basis have been used for long-term investment.

23) According to the information and explanations given to us company has not made preferential allotment of shares to companies listed in the register maintained under section 301 of the Companies Act, 1956.

24) The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

25) As informed & explained to us & as verified, the Company has not raised any share capital

26) From the examination of records and according to the information and explanations given to us, fraud on or by the company has not been noticed or reported during the year.

For S.D.MOTTA & ASSOCIATES

Chartered Accountants

Sd/-

Place - Mumbai (SANJAY MOTTA)

Date - 29/05/2013 Proprietor

---

Mar 31, 2012

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (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 paragraphs 4 and 5 of the said Order.

Further'to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose 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 and proper returns adequate for the purpose of our audit have been re- ceived from the branches not visited by us;

(i) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

(iii) On the basis on written representations received from the directors, as on 31 st 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

(iv) In our opinion and to die best of our information and according to the explanations given to us, die said accounts give the information required by die Companies Act, 1956, in die 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; and

b) in me case of me Profit and Loss Account, of the Loss for the year ended on that date.

ANNEXURE

STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR REPORT OF EVEN DATE

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, 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 the assets. No material discrepancies were noticed on such verification.

2) None of the Fixed Assets have been disposed off during the year.

3) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

4) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

5) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks, as compared to book records.

6) The Company has granted / taken loans, secured or unsecured, to / from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions of the said loans are prima facie not prejudicial to the interest of the Company.

7) In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

8) As explained to us there has not been any major transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act 1956 and exceeding during the year to Rs. 5,00,000/- or more in respect of each such party.

9) In our opinion, and according to the information and explanations given to us, the provisions of Sections 58 A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company as Company has not accepted any'deposits from the public.

10) Although the Company does not have a formal internal audit system, in our opinion, its internal control procedures involve reasonable internal checking of its financial transaction.

11) The provisions of maintaining cost records pursuant to the Rules made by the Central Government for the mainte- nance of cost records under Section 211 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities are not applicable to the Company.

12) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales- Tax, Wealth Tax, Custom Duty, Excise Duty, cess which are outstanding as at 31st March'12 for a period of more than six months from the date they became payable.

13) The company has been registered on 26th June'1992 i.e. for a period of more than five years but the provisions of clause (x) of the paragraph 4 of the Order are not applicable to the Company.

14) According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

15) The company has not granted any loans and advances on the basis of security by way of pledge of shares, deben- tures and other securities. Hence the requirements of item (xii) of paragraph 4 of the Order are not applicable to the company.

16) The company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirements of item (xiii) of para- graph 4 of the Order are not applicable to the company.

17) The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The Shares, securities, debentures and other investments, are held in the name of the company.

18) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

19) As per information and explanations given to us, Company has not obtained any Term Loan from any Bank or Financial Institutions during the year under review.

20) According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

21) According to the information and explanations given to us no preferential allotment of shares has been made by the company to companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

22) The company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the company.

23) As explained to us, the Company has not raised any amount by way of Public Issue of Shares during the year.

24) According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.



For S.D.MOTTA & ASSOCIATES

Chartered Accountants

Sd/- Place-Mumbai (SANJAY MOTTA)

Date-04th Sep'12. Proprietor

---

Mar 31, 2010

We have audited the attached Balance Sheet of Clio Infotech Ltd., as at 31 March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

(i) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(ii) 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;

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2010; and

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

ANNEXURE STATEMENT REFERRED TO IN PARAGRAPH ABOVE OFOUR REPORT OFEVEN DATE

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical mariner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

2) None of the Fixed Assets have been disposed off during the year.

3) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

4) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

5) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of stocks, as compared to book records.

6) The Company has granted / taken loans, secured or unsecured, to / from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions of the said loans are prima facie not prejudicial to the interest of the Company.

7) In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

8) As explained to us there has not been any major transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act 1956 and exceeding during the year to Rs. 5,00,000/- or more in respect of each such party.

9) In our opinion, and according to the information and explanations given to us, the provisions of Sections 58 A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company as Company has not accepted any deposits from the public.

10) Although the Company does not have a formal internal audit system, in our opinion, its internal control procedures involve reasonable internal checking of its financial transaction.

11) The provisions of maintaining cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 210 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities are not applicable to the Company.

12) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-Tax. Wealth Tax, Custom Duty, Excise Duty, cess which are outstanding as at 31 March 10 for a period of more than six months from the date they became payable.

13) The company has been registered on 26 June 1992 i.e. for a period of more than five years but the provisions of clause (x) of the paragraph 4 of the Order are not applicable to the Company.

14) According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

15) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the requirements of item (xii) of paragraph 4 of the Order are not applicable to the company.

16) The company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirements of item (xiii) of paragraph 4 of the Order are not applicable to the company.

17) The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The Shares, securities, debentures and other investments, are held in the name of the company.

18) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

19) As per information and explanations given to us, Company has not obtained any Term Loan from any Bank or Financial Institutions during the year under review.

20) According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

21) According to the information and explanations given to us no preferential allotment of shares has been made by the company to companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

22) The company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the company.

23) As explained to us, the Company has not raised any amount by way of Public Issue of Shares during the year.

24) According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For S.D.MOTTA & ASSOCIATES

Chartered Accountants

Sd/-

Place-Mumbai (SANJAY MOTTA)

Date-27 Aug10. (Proprietor)