Auditor Report of Dhanalaxmi Roto Spinners Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of Dhanalaxmi Roto Spinners Limited (“the Company”),
which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year ended on
that date and notes to the financial statements including a summary of material accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act ("Ind-AS") and other accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31,2025, and its profit, total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial statements in accordance with the Standards on Auditing (“SA”s)
specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Financial
statements under the provisions of the Act, and the Rules made 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of 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 matter described below to be the key audit matters to be communicated
in our report.

Description of Kev Audit Matters

The Key Audit Matters

How the matter was addressed in our audit

Revenue Recognition The Company recognises revenue from sale of products when the control over the products has been transferred to the customer based on the specific terms and conditions of the sales contracts entered into with respective customers. We have identified Revenue Recognition as a key audit matter as revenue is a key performance indicator. Also, there is a presumed fraud risk of revenue being overstated through manipulation on the timing of transfer of control arising from pressure to achieve performance targets as well as meeting external expectations.

Our procedures included the following: • Assessed the appropriateness of the policies in respect of revenue recognition by comparing with applicable accounting standards. • Tested the design, implementation and operating effectiveness of the Company''s general Information controls. • Performed substantive procedures including testing of recognition of revenue in the appropriate period by selecting statistical samples of revenue transactions recorded during and at the end of the financial year. • Examined the underlying documents, which included sales invoices / contracts and dispatch/shipping documents for the selected transactions. • Assessed the manual journals posted in the revenue ledger to identify any unusual items.

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 Management Discussion and Analysis, Board''s Report
including Annexure to Board''s Report, Business Responsibility and Sustainability report, Corporate Governance
and shareholder''s information and Company''s Annual report, but does not include the financial statements and
our auditors'' 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.

Managements and Board of Directors’ Responsibilities 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 account (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. This responsibility also includes the
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting 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 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 Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor’s Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the 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
scepticism 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
with reference to financial statements 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 and the Board of Directors.

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

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

Materiality is the magnitude of misstatements in the Financial Statement that individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statement may be
influenced. We consider quantitative materiality and quantitative 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 misstatement in the
Financial Statement.

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 Financial 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 Auditors'' 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 (Auditors'' Report) Order, 2020 (“the Order”) issued by the Central
Government of India in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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 account (including other comprehensive income), the
statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement
with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the
Act.

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

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

g) With respect to the other matters to be included in the Auditors'' Report in accordance with the requirement
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 provision of section 197 of the Act. The remuneration paid to any director is not in
excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

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

i. The Company has disclosed the impact of pending litigations as at 31^st March, 2025 on its financial position
in its 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company;

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall,

• whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

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

material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether,

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

v. As stated in note number 37 to the Financial statements

a) The final Dividend proposed in the previous year, declared and paid by the company during the year is in
accordance with the section 123 of the Act, to the extent it applies to payment of dividend.

vi. Based on our examination, which included test checks, the company has used accounting software''s for
maintaining its books of accounts for the Financial year ended March 31st, 2025 which has a feature of
recording audit trial (edit Log) facility and the same has operated throughout the year for all the relevant
transactions recorded in the software''s. Further, during the course of our audit we did not come across any
instance of the audit trial feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts)Rules, 2014 is applicable from April 1,2023, reporting under

rule 11(g) of the Companies (Audit and Auditors) Rules 2014 on preservation of audit trial as per the statutory

requirements for record retention is not applicable for the Financial year ended March 31,2025.

for G.D. Upadhyay & Co.,

Chartered Accountants
Firm Regd No.005834S

Sd/-

G.D.Upadhyay

Partner

Place: Hyderabad Membership No.027187

Date: 27/05/2025 UDIN: 25027187BMOWLF1169

---

Mar 31, 2024

We have audited the accompanying financial statements of Dhanalaxmi Roto Spinners Limited (“the Company”) which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including Othei Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended or that date and notes to the financial statements including a summary of material accounting policies and othei explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financia 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 (“Ind-AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2024, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on thal date.

Basis for Opinion

We conducted our audit of the Financial statements in accordance with the Standards on Auditing (“SA”s) specifiec under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independenl of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of Indie (“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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of 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 financia 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 matter described below to be the key audit matters to be communicated in oui report.

Description of Key Audit Matters

The Key Audit Matters

How the matter was addressed in our audit

Revenue Recognition The Company recognises revenue from sale of products when the control over the products has been transferred to the customer based on the specific terms and conditions of the sales contracts entered into with respective customers. We have identified Revenue Recognition as a key audit matter as revenue is a key performance indicator. Also, there is a presumed fraud risk of revenue being overstated through manipulation on the timing of transfer of control arising from pressure to achieve performance targets as well as meeting external expectations.

Our procedures included the following:- ♦ Assessed the appropriateness of the policies in respect of revenue recognition by comparing with applicable accounting standards. ♦ Tested the design, implementation and operating effectiveness of the Company’s general Information controls. ♦ Performed substantive procedures including testing of recognition of revenue in the appropriate period by selecting statistical samples of revenue transactions recorded during and at the end of the financial year. ♦ Examined the underlying documents, which included sales invoices/contracts and dispatch/shipping documents for the selected transactions. ♦ Assessed the manual journals posted in the revenue ledger to identify any unusual items.

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 Management Discussion and Analysis, Board’s Report including Annexure to

¦ v

Board’s Report, Business Responsibility and Sustainability report, Corporate Governance and shareholder’s information and Company’s Annual report, but does not include the financial statements and our auditors’ 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.

Managements and Board of Directors’ Responsibilities 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 standalone financial statements that give a true and fair view of the state of affairs, profit & loss account (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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the 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 Company’s Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the audit of the financial statements

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

• 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 with reference to financial statements 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 and the Board of Directors.

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

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

Materiality is the magnitude of misstatements in the Financial Statement that individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statement may be influenced. We consider quantitative materiality and quantitative 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 misstatement in the Financial Statement.

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 financial 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 Auditors’ 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 (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 (A) As required by Section 143(3) of the Act, based on our Audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.

(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 flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the IND AS specified under section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial controls with reference to Financial Statement.

g) With respect to the other matters to be included in the Auditors’ Report in accordance with the requirement 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 provision of section 197 of the act

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether

¦-''a

recorded in writing or otherwise, that the Intermediary shall,

• whether, directly or indirectly lend or invest in other persons or entities identified in any manner

whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(B) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatso

ever 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 such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause iv (i) and iv (ii) of Rule 11(e), as provided under(a) and (b) abive, contain any material misstatement.

v As stated in note number 37 to the Financial statements

a) The final Dividend proposed in the previous year, declared and paid by the company during the year is in accordance with the section 123 of the Act, as applicable.

b) The board of directors of the company have proposed the final dividend for the year which is subject to the approval of the members at the ensuing Annual General meeting. The amount of dividend proposed in accordance with the section 123 of the Act, as applicable.

vi. Based on our examination, which included test checks, the company has used accounting software’s for maintaining its books of accounts for the Financial year ended March 31 st, 2024 which has a feature of recording audit trial (edit Log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software’s. Further, during the course of our audit we did not come across any instance of the audit trial feature being tampered with.

As provisio 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 trial as per the statutory requirements for record retention is not applicable for the Financial year ended March 31,2024.

for G.D. Upadhyay & Co.,

Chartered Accountants Firm Regn. No.005834S

Sd/-

G.D. Upadhyay

Place : Hyderabad Partner

Date : 21/05/2024. Membership No.027187

UDIN : 24027187BKERTP3713

---

Mar 31, 2023

We have audited the accompanying financial statements of Dhanalaxmi Roto Spinners Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and profit and other comprehensive income , changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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.

Description of Key Audit Matters

The Key Audit Matters

How the matter was addressed in our audit

Revenue Recognition The Company recognises revenue from sale of products when the control over the products has been transferred to the customer based on the specific terms and conditions of the sales contracts entered into with respective customers. We have identified Revenue Recognition as a key audit matter as revenue is a key performance indicator. Also, there is a presumed fraud risk of revenue being overstated through manipulation on the timing of transfer of control arising from pressure to achieve performance targets as well as meeting external expectations.

Our procedures included the following:- ♦ Assessed the appropriateness of the policies in respect of revenue recognition by comparing with applicable accounting standards. ♦ Tested the design, implementation and operating effectiveness of the Company’s general Information controls. ♦ Performed substantive procedures including testing of recognition of revenue in the appropriate period by selecting statistical samples of revenue transactions recorded during and at the end of the financial year. ♦ Examined the underlying documents, which included sales invoices/contracts and dispatch/shipping documents for the selected transactions. ♦ Assessed the manual journals posted in the revenue ledger to identify any unusual items.

Other Information

The 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 standalone financial statements and our auditors’ report thereon.

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

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

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.

Managements and Board of Directors’ Responsibilities for the Standalone 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 standalone financial statements that give a true and fair view of the state of affairs, profit & loss account (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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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.

Auditor’s Responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone 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 standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal 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 with reference to standalone financial statements 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 and the Board of Directors.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditors’ 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 (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 (A) As required by Section 143(3) of the Act, 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 of the aforesaid Standalone Financial Statements.

(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 flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the IND AS specified under section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,

• whether, directly or indirectly lend or invest in other persons or entities identified in any man

ner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

v The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

• directly or indirectly, lend or invest in other persons or entities identified in any manner what

soever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or

• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

vi. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause iv (i) and iv (ii), contain any material misstatement.

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

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

The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

for G.D. Upadhyay & Co.,

Chartered Accountants Firm Regn. No.005834S

Sd/-

G.D. Upadhyay

Place : Hyderabad Partner

Date : 30/05/2023. Membership No.027187

UDIN : 23027187BGTOGU3023

---

Mar 31, 2015

We have audited the accompanying Financial Statements of Dhanalaxmi Roto Spinners Limited which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

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

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

ii. The Company did not have any long-term contracts including derivative contracts in respect of 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.

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report dated 30/05/2015 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31st March, 2015

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

(b) The company has a regular program of verifying fixed assets every year which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. All Fixed assets have been physically verified by the management during the year. As informed, discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(ii)(a) The Company has conducted physical verification of inventories at reasonable intervals.

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

(c) The company is maintaining proper records of inventory and the differences noticed on physical verification, which were not material, have been properly dealt with in the books of account.

(iii) The company has not granted loans to parties covered under Sec 189 register, hence Clause (a) & (b) of point 3 is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an internal control system with regard to the purchase of inventory, fixed assets and sale of goods and services commensurate with the size of the Company and the nature of its business. On the basis of our examination and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public hence the directives issued by the Reserve Bank of India and the provision of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 in respect of services carried out by the Company.

(vii)(a) According to the information and explanations given to us and the records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities . According to the information and explanation given to us and the records of the Company examined by us, no undisputed amounts payable in respect of provident fund, employees' state insurance, Income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues were in arrears, as at 31 st March 2015 for a period of more than six months from the date they became payable.

(b) There are no dues relating to income tax / sales tax / wealth tax / service tax / duty of customs / duty of excise / value added tax / cess, which have not been deposited on account of disputes with the related authorities .

(c) There are no amounts which require to be transferred to Investor Education and Protection Fund in accordance with the provisions of the Act and the rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

(ix) Based on our audit procedure and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us, the company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the company has applied the term loans for the purpose for which it was obtained.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31 st March 2015.

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S



Sd/-

G.D. UPADHYAY

Place: Hyderabad Partner

Membership No.27187 Date : 30.05.2015

---

Mar 31, 2014

Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements'' of our report dated 30/05/2014 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31" March, 2014

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

b) The Company has phased programme of physical verification of its fixed assets which, In our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion, a substantial part ol fixed assets has not been disposed ofl by the company during the year.

2. a) As explained to us, the inventories have been physically verified by the management at reasonable Intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company Is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms or other parties covered In the register maintained under section 301 of the Companies Act. 1956,

a) The Company has granted unsecured loans to 1 party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 226.30 Lacs and the year end balance of such loan is Rs. 115.47 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e) The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (III) of paragraph 4 of the Order are not applicable to the Company.

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 with regard to purchase ol inventories, fixed assets, shares and securities, and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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 ol India in terms o( 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 ol our audit.

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

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

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

e) On the basis of written representations received from the directors as on March 3t. 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274(1 )(g) of the Act.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd No.05834S

Sd/- G.D. UPADHYAY Place: Thimmapur Partner Date : 30.05.2014 Membership No.27187

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Mar 31, 2013

Report on Financial Statements:

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

Management''s Responsibility for the Financial Statements:

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

Auditors'' Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements, 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 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 31 March, 2013;

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

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

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

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

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

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year.

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of "its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/iaken by Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 1 party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 107.10 Lacs and the year end balance of such loan is Rs. 81.42 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

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 with regard to purchase of inventories, fixed assets, shares and securities, and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into 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, having regard to the comments in (a) above, 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 five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6)The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31" March, 2013 fora period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

12) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities and mutual funds have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, during the year company has not obtained a term loan from banks or financial institutions and the Term Loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

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 during the year.

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

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

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S

Sd/-

G.D. UPADHYAY

Place: Thimmapur Partner

Date : 30.05.2013 Membership No.27187

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Dhanalaxmi Roto Spinners Ltd as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended as on that date annexed there to. 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 from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from Directors, as on 31 * March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31s', 2012 from being appointed as a Director in terms of clause (g) of sub-sec (1) of section 274 of the Companies Act, 1956; and

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, 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 on 31st March, 2012;

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

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

Annexure referred to in paragraph 3 of our report dated 30.5.2012 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31 st March, 2012

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year.

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the - basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. Ih respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act, 1956 The maximum amount involved during the year was Rs 180.75 Lacs and the year end balance of such loans Is Rs. 20.92 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the sjze of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls

5. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into 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, having regard to the comments in (a) above, 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 five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the.Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31" March, 2012 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given Dy the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial kistitutions/bank and the Company has not obtained any borrowings by way of debentures.

12) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, during the year company has not obtained any term loan from banks or financial institutions and the Term Loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

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 during the year

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

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

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd NO.05834S

Sd/- G.D. UPADHYAY

Place: Thimmapur Partner

Date : 30.05.2012 Membership No.27187

---

Mar 31, 2011

We have audited the attached Balance Sheet of Dhanalaxmi Roto Spinners Ltd as at 31st March, 2011, and also the Profit and Loss Account for the year ended as on that date annexed there to and Cash Flow Statement for the year ended on that date. 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 from material misstatement. An audit also 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), (Amendment) Order, 2004 (herein after referred to as "The Order") issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in Para 3 above, we report that:

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

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

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

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

e. On the basis of written representations received from directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31st, 2011 from being appointed as a director in terms of clause (g) of sub-sec (1) of section 274 of the Companies Act, 1956; and

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Company's accounting policies and the Notes thereto, 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 on 31st March, 2011;

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

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

Annexure referred to in paragraph 1 of our report dated: 13th August, 2011 to the members of Dhanalaxmi Roto Spinners Limited on the financial statements for the year ended 31st March,2011

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

b) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year

2. a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with records.

3. In respect of loans, secured or unsecured granted/taken by Company to/from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs 283.60 Lacs and the year end balances of such loans is Rs. 80.23 Lacs

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e)The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956. As the company has not taken any loans, the provisions of sub clause (e),(f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

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 with regard to purchase of inventories, fixed assets, shares and securities, and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into 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, having regard to the comments in (a) above, 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 five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time,

6) The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9) a) According to the information and explanations given to us, and on the basis of our examination of the books of account the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31st March, 2011 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

12) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14) According to the information and explanations given to us and the record examined by us, the Company is not dealer or trader in securities.The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and the contracts and timely entries have been made therein. The investments in marketable securities and mutual funds have been held by the Company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16) In our opinion and according to the information and explanations given to us, the during the year company has not obtained any term loan from banks or financial institutions. Accordingly, clause 4(xvi) of the order is not applicable.

17) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

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 during the year.

19) The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

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

21) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO. Chartered Accountants Firm Regd No.05834S

Sd/- (G.D. UPADHYAY) Partner Membership No.027187

Place: Thimmapur Date : 13-08-2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of DHANALAXMI ROTO SPINNERS LTD as at 31 st March, 2010, and also the Profit and Loss Account for the year ended as on that date annexed there to and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report), (Amendment) Order, 2004 (herein after referred to as "The Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comnents in the Annexure referred to in para 3 above, we report that :

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

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

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

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

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

5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Companys accounting policies and the Notes thereto, 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 31st March, 2010;

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

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

Annexure referred to in paragaraph 1 of our report dated : 14th August, 2010 to the members of DHANALAXMI ROTO SPINNERS LTD on the financial statements for the year ended 31st March, "2010 t

1. a) The Company has maintained proper reGords showing full particulars

including quantitative details and situation of Fixed assets.

b ) The Company has phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed of by the company during the year.

2. a) As explained to us, the inventories have been physically verified by

the management at reasonable intervals during the year.

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

c) In our opinion and according to the information and explanations given to us, and the basis of our examination of the records of the inventory, the company is maintaining proper records of its inventory and no material discrepancies were noticed on the reconciliation as mentioned above, as compared with book records.

3. In respect of loans, secured or unsecured granted/taken by CompanytoJ

from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company has granted unsecured loans to 3 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end

balances of such loans Aggregate to Rs.167.55 Lacs and Rs.238.49 Lacs respectively.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima- facie prejudical to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

d) In respect of the aforesaid loans granted, there is no overdue amount more than Rupees one Lakh.

e) The Company has not taken any loans from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the company hasnot taken any loans, the provisions of sub clause (e), (f) and (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and accoiding to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets, shares and securities, and with regard to sale of goods and servies. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into 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, having regard to the comments in (a) above, 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 five lakh rupees in respect of any party during the year have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public and consequently, the directive issued by the Reserve Bank of India, and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

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

8. According to the information and explanations given to us, the Central

Government has rot prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the information and explanations given to us. and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Value added Tax, Service Tax, Investor Education and Protection Fund, Wealth Tax and any other material Statutory dues applicable to it. As per information and explanations given to us, the Provident fund act and Employees State Insurance Act is not applicable to the company.

b) According to the information and explanations given to us, no undisputed dues payable in respect of Sales Tax, Income Tax, Service Tax, Wealth Tax, Customs Duty and Cess were outstanding at 31st March, 2010 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses at the financial year and has not incurred cash losses in the current financial year or in the immediately precceding financial year.

11. Based on our audit procedures and on the basis of information and explanations

given by the management, we are of the opinion that the company has not defaulted in the payment of dues to its bankers, financial institutions and debenture holders.

12. According to the information and explanations given to us , the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has maintained proper records of transctions and contracts in respect of trading in shares, debentures, and other securities and timely entries have been made terein.The investments are held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

16. In our opinion and according to the information and expiation given to us, the during the year company has loans taken by others from banks or financial institutions. Accordingly, clause 4(xvi) of the Order is not applicable. .

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, no funds raised on short- term basis have been used for long term investment.

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 during the year.

19. The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable.

20. The Comparfy has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.D. UPADHYAY & CO.

Chartered Accountants

Firm Regd No.05834S



Sd/-

G.D. UPADHYAY

Partner

Place : Thimmapur Membership No.027187

Date : 14.08.2010