Auditor Report of Dhoot Industrial Finance Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of DHOOT INDUSTRIAL FINANCE LIMITED (“the
Company”) which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss,
(including Other Comprehensive Income), statement of changes in Equity and statement of cash flows for
the year then ended, and notes to the financial statements, including 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
Ind AS standalone financial statements give the information required by the Companies Act, 2013 (the Act)
in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India including Indian Accounting Standards (“Ind AS) specified under section 133 of the Act, of
the state of affairs of the Company as at March 31, 2025, and its profits (including other comprehensive
income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules made 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 opinion

Key Audit matter

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

Emphasis of Matter

We refer to Note No. 31 of the Financial Statement, as per the financial statement drawn up as on 31st March,
2024, Financial Assets were more than 50% of Total Assets and Income from Financial Assets are more than
50% of the total Income during that year. The company has applied for the registration as Non Banking
Financial Certificate under section 45-IA of the Reserve Bank of India Act, 1934 on 17th December 2024. The
said application was returned by RBI with advice to settle the existing credit facilities being enjoyed by the
Company from other NBFCs and thereafter to make a fresh application latest by 31st July 2025 to register as
Type I-NBFC-ND. The management is of the view that the applicability of regulations for Non Banking
Financial Certificate with respect to disclosure and other relevant provisions will be applicable only when
the registration is granted by the Reserve Bank of India. In view of the same, the Company is continued to
follow the normal practice of Ind As disclosures as applicable to the Company while preparing Financial
Statement as on 31st March, 2025.

Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual Report.

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

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

• If, based on the work we have performed, on the other information that we have obtained prior to the
date of this auditor''s report, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (“The Act”) with respect to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance, (including Other Comprehensive Income),
changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate of 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 Ind AS financial statement that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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 Director either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

Those 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 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:

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

(ii) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures in the standalone financial statements made by the Management.

(iv) Conclude on the appropriateness of management''s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the ability of the company 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.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the “Annexure-A” 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.

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure-B”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

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

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

3) 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:

a) The Company has disclosed the impact of pending litigations as at 31st March, 2025 on its financial
position in its Ind AS financial position in its standalone financial statements - refer note 16 to the
Ind AS financial statements.

b) The Company did not have any long-term contracts including derivate contracts as at 31st March,
2025.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection fund by the company during the year ended 31st March, 2025.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have

been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall:

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

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

(ii) The management has represented that, to the best of its knowledge and belief, no funds have
been received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall:

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

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

(iii) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

e) In our opinion and according to the information and explanations given to us the Company has
declared and paid dividend during the year.

f) Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the
software. Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with.

FOR PULINDRA PATEL & CO.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 115187W
Sd/-

PULINDRA PATEL

Place : Mumbai MEMBERSHIP NO. 048991

Date : 23^rd May, 2025 UDIN: 25048991BMIBEI1108

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of DHOOT INDUSTRIAL FINANCE LIMITED (“the Company”) which comprises the Balance Sheet as at March 31,2024, the Statement of Profit and Loss, (including Other Comprehensive Income), statement of changes in Equity and statement of cash flows for the year then ended, and notes to the financial statements, including 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 Ind AS standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (“Ind AS) specified under section 133 of the Act, of the state of affairs of the Company as at March 31, 2024, and its profits (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made 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 opinion

Key Audit matter

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

Emphasis of Matter

We draw your Kind Attention to Note No. 31, to the standalone financial statement, The Company''s Financial Assets are more than 50% of Total Assets and Income from Financial Assets are more than 50% of the total Income during the year. In view of the same, the Company is required to get it registered under section 45-IA of the Reserve Bank of India Act, 1934.

The company is in process of getting it registered under section 45-IA of the Reserve Bank of India Act, 1934. Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report.

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

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

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“The Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate of 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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 Director 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 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:

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

(ii) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under Section 143(3)(i) of the Act, we are also responsible

for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management.

(iv) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the company 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.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure-A” 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.

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

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

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

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

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

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

3) 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:

a) The Company has disclosed the impact of pending litigations as at 31⁵¹ March, 2024 on its financial position in its Ind AS financial position in its standalone financial statements - refer note 16 to the Ind AS financial statements.

b) The Company did not have any long-term contracts including derivate contracts as at 31^st March, 2024.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection fund by the company during the year ended 31^st March, 2024.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have

been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

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

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

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

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

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

(iii) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

e) In our opinion and according to the information and explanations given to us the Company has neither declared nor paid any dividend during the year.

f) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

FOR PULINDRA PATEL & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 115187W

Sd/-

PULINDRA PATEL

Place : Mumbai MEMBERSHIP NO. 048991

Date : 27^th May, 2024 UDIN: 24048991BKBFHF6659

---

Mar 31, 2023

DHOOT INDUSTRIAL FINANCE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of DHOOT INDUSTRIAL FINANCE LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss, (including Other Comprehensive Income), statement of changes in Equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (“Ind AS) specified under section 133 of the Act, of the state of affairs of the Company as at March 31, 2023, and its profits (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made 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 opinion

Key Audit matter

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

Information other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Report on Corporate Governance, Business Responsibility Report and Shareholder''s Information, standalone financial statements, and our auditor''s report thereon.

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

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

• If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“The Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The respective 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 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:

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

(ii) Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures in the standalone financial statements made by the Management.

(iv) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the company 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.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure-A” statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, (including other comprehensive income)

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

d) In our opinion, the aforesaid standalone financial statements comply with the 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, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure-B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

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

3) 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:

a) The Company has disclosed the impact of pending litigations as at 31^st March, 2023 on its financial position in its Ind AS financial position in its standalone financial statements - refer note 16 to the Ind AS financial statements.

b) The Company did not have any long-term contracts including derivate contracts as at 31^st March, 2023.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection fund by the company during the year ended 31^st March, 2023.

d) (i) The management has represented that, to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

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

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

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

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

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

(iii) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

e) In our opinion and according to the information and explanations given to us the Company has neither declared nor paid any dividend during the year.

f) As proviso to rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable for the Company only with effect from 1st April, 2023, reporting under this clause is not applicable.

FOR PULINDRA PATEL & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 115187W Sd/-

PULINDRA PATEL

Place : Mumbai MEMBERSHIP NO. 048991

Date : 18^th May, 2023 UDIN: 23048991BGWIMW3715

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Mar 31, 2015

1. We have audited the accompanying standalone financial statements of DHOOT INDUSTRIAL FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and 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 Standalone Financial Statements

2. 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 and presentation of these standalone 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 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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

6. 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 standalone 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 of the Company as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director of the Company 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 as on March 31, 2015 including derivative contracts;

iii. There were no amounts which were required to be transferred as on March 31, 2015 to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 5 of the Independent Auditor's Report of even date to the members of the Company on the standalone financial statements for the year ended March 31, 2015.]

On the basis of such checks, as we considered appropriate and in terms of information and explanations given to us, we report that:

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(ii) The Company is engaged in trading of chemicals, papers, electronics and shares. All the goods purchased in respect of above except (trading in shares) are directly supplied from the principal's factory/warehouse to the respective consignee's. Hence there are no stocks lying at the company's disposal at any point of time. Thus requirements of Clause 3(ii)(a) regarding verification of the inventory, Clause 3(ii)(b) regarding adequacy of physical verification in relation to size of the company and Clause 3(ii)(c) regarding maintenance of proper records of inventory are not applicable.

However, in respect of shares, held as Stock in Tarde, the Company physically verifies the same lying in dematerialized or physical form from time to time.

(iii) As per the information furnished to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(a) Accordingly, Clause (iii)(a) relating to regularity of receipt of principal amount and interest and Clause (iii)

(b) relating to steps taken for recovery of overdue principal and interest of more than rupees one lakh, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) During the year the Company has not accepted any deposits from public. Accordingly provisions of section 73 to 76 of the Act and other relevant provisions of the Act and the Rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

As informed to us, No order has been passed by Company Law Board or Reserve Bank of India or any Court or any other Tribunal during the year.

(vi) The maintenance of cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 notified by Ministry of Corporate Affairs, Government of India vide notification dated June 30th, 2014.

(vii) (a) According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues (except in respect of Service Tax Deposits, where there were delays) being Income tax and other material statutory dues. There are undisputed arrears of Gujarat Value Added Tax amounting to Rs,10.75 lacs outstanding as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no outstanding dues which have not been deposited with any statutory authority on account of disputes.

(c) According to the information and explanations given to us, during the year there were no amounts required to be transferred to Investor Education and Protection Fund.

(viii) There are no accumulated losses of the Company as on March 31, 2015. The Company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) As per the information and explanation given to us, the Company has not defaulted in the repayment of dues to the Bank during the year.

(x) As per the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

(xi) As per the information and explanations given to us, during the year the term loans have been applied for the purpose for which they were obtained.

(xii) Based on the audit procedures performed and information and explanations given to us 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 BANSI S. MEHTA & CO.

Chartered Accountants

Firm Registration No.100991W



HARESH G. BUCH

Place: Mumbai Partner

Date: 29th May, 2015 (Membership No.33114)

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2. 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the CompaniesAct, 2013 . This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair 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

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

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

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

Opinion

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

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

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

iii. in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/ 2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of the written representations received from the directors of the Company as on March 31,2014, taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2014 from being appointed as a director in terms of Section 274(1)(g) of the Act."

Annexure referred to in paragraph 5 of the Auditors'' Report of even date to the members of DHOOT INDUSTRIAL FINANCE LIMITED on the accounts for the year ended March 31, 2014.

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed Assets have been physically verified by the management during the year. We are informed that no material discrepancy were noticed by the management on such verification.

(c) The Company has not disposed off any substantial part of its Fixed Assets during the year.

(ii) The Company is engaged in trading of chemicals, papers, electronics, commodities and shares. All the goods purchased in respect of above (except trading in shares and commodities) are directly supplied from the principal''s factory/warehouse to the respective consignees. Hence, there are no stocks lying at the Company''s disposal at any point of time. Thus requirements of clause 4 (ii)(a) regarding verification of the Inventory, clause 4 (ii)(b) regarding adequacy of physical verification in relation to size of the company and clause 4 (ii)(c) regarding maintenance of proper records of inventory, are not applicable.

However, in respect of shares, held as Stock in Tarde, the Company physically verifies the same lying in dematerialised or physical form from time to time.

(iii) (a) As per the information furnished, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

Accordingly, Clause (iii)(b) relating to the rate of interest and terms and conditions being prima facie prejudicial to the Company, Clause (iii)(c) relating to regularity of receipt of principal amount and interest and Clause (iii)(d) relating to steps taken for recovery of overdue principal and interest of more than rupees one lac, are not applicable.

(b) As per information furnished, the Company has taken interest free unsecured loans aggregating to Rs. 562.97 lacs from three parties covered in the register maintained under section 301 of the Act and has repaid Rs. 37.375 lacs during the year.

(c) As regards to interest-free loan taken from the company covered in the register maintained under Section 301 of the Act, no other terms and conditions, including for repayment thereof, have been stipulated and hence, the question of making any comment whether the rate of interest and other terms and conditions of loan are prima facie prejudicial to the interest of the Company does not arise.

(d) As regards to interest-free loan taken from the company covered in the register maintained under Section 301 of the Act, no other terms and conditions, including repayment thereof, have been stipulated and hence, the question of making any comment whether the payment of principal is regular does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section; and

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time, wherever applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence the question of complying with the provisions of Section 58A, 58AA of the Companies Act, 1956 and the rules framed thereunder and the directives issued by the Reserve Bank of India does not arise.

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

(viii) We are informed that the Company is in the process of maintaining the cost records prescribed under Section 209 (1)(d) of the Companies Act, 1956 read with Notification dated 3rd June, 2011 and dated 7th December, 2011 issued by Ministry of Corporate Affairs prescribing The Companies (Cost Accounting Records) Rules, 2011. Accordingly, we are unable to comment as to whether such accounts and records have been made or maintained.

(ix) (a) According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth-tax and other material statutory dues wherever applicable and there are no undisputed arrears of above mentioned statutory dues outstanding as at March 31, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no outstanding dues which have not been deposited with any statutory authority on account of disputes.

(x) The Company does not have any accumulated losses and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks in the financial year under audit.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and / or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As the Company is not a Chit fund / Nidhi / Mutual benefit fund / Society, clause 4 (xiii) of the Order is not applicable.

(xiv) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading activities in shares and timely entries have been made therein. All the shares are held by the Company in its own name.

(xv) As the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, clause 4 (xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us, as the Company has not taken any term loan during the year, clause 4 (xvi) of the Order is not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the funds raised on short term basis have not been utilised for long term investments.

(xviii) According to the information and explanation given to us, as the Company has not made any preferential allotment of shares during the year, clause 4 (xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us, the Company has not issued any debentures and hence, the question of creating security or charges in respect thereof does not arise.

(xx) As the Company has not raised any money by public issue during the year, clause 4 (xx) of the Order is not applicable to the Company.

(xxi) Based on the audit procedures performed and information and explanations given to us 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 BANSI S. MEHTA & CO. Chartered Accountants Firm Registration No.100991W

HARESH G. BUCH Place: Mumbai Partner Date: 30th May 2014 (Membership No.33114)

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Dhoot Industrial Finance Limited, which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and Significant Accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

Opinion

4. !n our opinion, and to the best of our information and according to the explanations given to us, they said accounts read with the Significant Accounting Policies and Other Explanatory Information 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:

i in the case ct the Balance Sheet of the state of affairs of the Company as at March 31, 2013,

ii. In the case of the Statement of Profit & Loss of the profit for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

5. As required by the Companies'' (Auditor''s Report) Order, 2003, as amended, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a Statement, on the basis of such checks as we considered appropriate and the information and explanations given to us, on the matters specified in paragraph 4 of the said Order,

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

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

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

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

iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representation received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 5 of the Auditors'' Report of even date to the members of DHOOT INDUSTRIAL FINANCE LIMITED on the accounts for the year ended March 31,2013.

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The Company has not disposed off any substantial! part of its Fixed Assets during the year.

(ii) The Company is engaged in trading of chemicals, papers, commodities and shares. All the goods purchased in respect of above (except trading in shares and commodities) are directly supplied from the principal''s factory Avare house to the respective consignees. Hence, there are no stocks lying at the Company''s disposal at any point of time. Thus requirements of clause 4 (ii)(a) regarding verification of the Inventory, clause 4 (ii)(b) regarding adequacy of physical verification in relation to size of the company and clause

4 (ii)(c) regarding maintenance of proper records of inventory, are not applicable. However, in respect of shares, held as Steck in Trade, the Company physically verifies the same lying in dematerialized or physical form from time to time.

(iii) (a) As per the information furnished, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Accordingly, Clause (iii)(D) relating to the rate of interest and terms and conditions being prima facie prejudicial to the Company, Clause (iii)(c) relating to regularity of receipt of principal amount and interest and Clause (iii)(d) relating to steps taken for recovery of overdue principal and interest of more than rupees one lac, are not applicable.

(c) As per information furnished, the Company has taken interest free unsecured loans aggregating to Rs 1,213.98 lacs from three parties covered in the register maintained under section 301 of the Act and has repaid Rs 979.05 lacs during the year.

(d) In our opinion and according to explanation and information given to us, the rate of interest wherever applicable and other terms and conditions of such unsecured loan taken by the Company are not prima facie prejudicial to interest of the Company.

(e) As per the information given to us, the terms of repayment of such loans and interest have not been stipulated, hence the question of commenting as regards regularity in repaying the principal amounts and interest does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal! control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section; and

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time, wherever applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence the question of complying with the provisions of Section 58A, 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India does not arise.

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

(viii) We are informed that the Company is in the process of maintaining the cost records prescribed under Section 209 (1)(d) of the Companies Act, 1956 read with Notification dated 3rd June, 2011 and dated 7th December, 2011 issued by Ministry of Corporate Affairs prescribing The Companies (Cost Accounting Records) Rules, 2011. Accordingly, we are unable to comment as to whether such accounts and records have been made or maintained.

(ix) (a) According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth-tax and other material statutory dues wherever applicable and there are no undisputed arrears of above mentioned statutory dues outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no outstanding dues which have not been deposited with any statutory authority on account of disputes.

(x) The Company does not have any accumulated losses and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks in the financial year under audit.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and / or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As the Company is not a Chit fund / Nidhi / Mutual benefit fund / Society, clause 4 (xiii) of the Order is not applicable.

(xiv) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading activities in shares and timely entries have been made therein. All the shares are held by the Company in its own name.

(xv) As the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, clause 4 (xv) of the Order is not applicable.

(xvi),. RsAccording to the information and explanations given to us, as the Company has not taken any term loan during the year, clause 4 (xvi) of the Order is not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the funds raised on short term basis have not been utilised for long term investments.

(xviii) According to the information and explanation given to us, as the Company has not made any preferential allotment of shares during the year, clause 4 (xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us, the Company has not issued any debentures and hence, the question of creating security or charges in respect thereof "does not arise.

(xx) As the Company has not raised any money by public issue during the year, clause 4 (xx) of the Order is not applicable to the Company.

(xxi) Based on the audit procedures performed and information and explanations given to us 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 BANSI S. MEHTA& CO.

Chartered Accountants

Firm Registration No. 100991W

HARESHG BUCH

Place : Mumbai Partner

Dated : May 30, 2013 Membership No: 33114

---

Mar 31, 2012

1) We have audited the attached Balance Sheet of DHOOT INDUSTRIAL FINANCE LIMITED as at March 31, 2012 and the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4) Further to our comments in the Annexure referred to in paragraph 3 above:

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 such 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 attached Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors and further certified by the Company, we report that none of the directors are disqualified as on March 31, 2012 from being appointed as a Director in terms of Clause (g) of Sub-Section (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, together with 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 :

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

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditor's Report of even date on the accounts of DHOOT INDUSTRIAL FINANCE LIMITED for the year ended March 31, 2012

i. a. The Company is maintaining proper records to show full particulars, including

quantitative details and situation of fixed assets.

b. As per information and explanation given to us, physical verification of fixed assets has been conducted by the management during the year.

No material discrepancies were noticed on such verification.

c. There has been no disposal of substantial part of the fixed assets during the year, which may affect the going concern status of the Company.

ii. The Company is engaged in trading of chemicals, papers, electronics, and shares. All the goods purchased in respect of above (except trading in shares) are directly supplied from the principal's factory/warehouse to the respective consignees. Hence, there are no stocks lying at the Company's disposal at any point of time. Thus requirements of clause 4 (ii)(a) regarding verification of the Inventory, clause 4 (ii)(b) regarding adequacy of physical verification in relation to size of the company and clause 4 (ii)(c) regarding maintenance of proper records of inventory, are not applicable.

However, in respect of shares, held as Stock in Trade, the Company physically verifies the same lying in dematerialized or physical form, from time to time.

iii. a. As per information furnished, the Company has granted unsecured loan of Rs.25 lacs to

one company covered in the register maintained under section 301 of the Companies Act, 1956. The Company has received Rs.25 lacs during the year.

b. Rate of interest and other terms and conditions of unsecured loan given by the Company are prima facie prejudicial to interest of the Company.

c. Receipt of the principal amount and interest are regular.

d. Thus requirements of clause iii(d) does not apply.

e. The Company has taken unsecured loans aggregating to Rs.602.5 lacs during the year from two parties covered in the register maintained under Section 301 of the Companies Act 1956. The Company has repaid Rs.303.75 lacs (including balance of loans taken in earlier years) during the year.

f. Rate of interest and other terms and conditions of unsecured loan taken by the Company are prima facie prejudicial to interest of the Company.

g. As per the information given to us, the terms of repayment of such loans and interest have not been stipulated; hence the question of commenting as regards regularity in repaying the principal amounts and interest does not arise.

iv. 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 through personal supervision of management with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal control system.

v. a. Based on the audit procedures applied by us and according to the information and

explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs, have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time, wherever applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed there under, as also the directives issued by the Reserve Bank of India does not arise.

vii. Based on the information and explanations given to us, the Company has an Internal Audit system commensurate with its size and the nature of its business.

viii. According to the information and explanations given to us, as the Central Government has not prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956, clause 4 (viii) of the Order is not applicable.

ix. a. According to the information and explanations given to us and the records examined by

us, the Company has generally been regular in depositing undisputed statutory dues including Investors' Education and Protection Fund, Income Tax, Sales Tax, Service Tax, Cess and other statutory dues, applicable to it, with the appropriate authorities, during the year, except for wealth tax as mentioned below

Sr.Financial Year Amount Period for which No. (Rs.) outstanding (months)

1 2007-08 2,950 54

2 2008-09 3,943 42

3 2009-10 15,661 30

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and Cess which have not been deposited on account of any disputes.

x. The Company does not have any accumulated losses and it has not incurred any cash

losses during the financial year covered by our audit and the immediately preceding financial year.

xi. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks in the financial year under audit.

xii. Based on our examination of records and the information and explanations given to us, the Company has not granted loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. As the Company is not a Chit fund / Nidhi / Mutual benefit fund / Society, clause 4 (xiii) of the Order is not applicable.

xiv. Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading activities in shares and timely entries have been made therein. All the shares are held by the Company in its own name.

xv. As the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, clause 4 (xv) of the Order is not applicable.

xvi. According to the information and explanations given to us, as the Company has not taken any term loan during the year, clause 4 (xvi) of the Order is not applicable.

xvii.According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the funds raised on short term basis have not been utilised for long term investments.

xviii. According to the information and explanation given to us, as the Company has not made any preferential allotment of shares during the year, clause 4 (xviii) of the Order is not applicable.

xix. According to the information and explanation given to us, as the Company has not issued any debentures during the year, the question of creating securities or charges in respect thereof does not arise.

xx. As the Company has not raised any money by public issue during the year, clause 4 (xx) of the Order is not applicable to the Company.

xxi. Based on the audit procedures performed and information and explanations given to us 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 BANSI S. MEHTA & CO.0 Chartered Accountants Firm Registration No. 100991W HARESH G. BUCH

PLACE : MUMBAI Partner

DATED : MAY 31, 2012 Membership No: 33114

---

Mar 31, 2011

1) We have audited the attached Balance Sheet of DHOOT INDUSTRIAL FINANCE LIMITED as at March 31, 2011 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4) Further to our comments in the Annexure referred to in paragraph 3 above:

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 such 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 attached Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on March 31, 2011 and taken on record by the Board of Directors and further certified by the Company, we report that none of the directors are disqualified as on March 31, 2011 from being appointed as a Director in terms of Clause (g) of Sub-Section (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, together with 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 :

i) In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditor's Report of even date on the accounts of DHOOT INDUSTRIAL FINANCE LIMITED for the year ended March 31, 2011

i. a. The Company is maintaining proper records to show full particulars, including quan- titative details and situation of fixed assets.

b. As per information and explanation given to us, physical verification of fixed assets has been conducted by the management during the year. No material discrepancies were noticed on such verification.

c. There has been no disposal of substantial part of the fixed assets during the year, which may affect the going concern status of the Company.

ii. The Company is engaged in trading of chemicals, papers, electronics, and shares. All the goods purchased in respect of above (except trading in shares, debenture and other financial instruments) are directly supplied from the Principal's factory/warehouse to the respective Consignees, thus there are no stock lying at the company's disposal at any point of time. Thus requirement of Clause 4 (ii)(a) regarding verification of the Inventory, clause 4 (ii)(b) regarding adequacy of physical verification in relation to size of the company and clause 4 (ii)(c) regarding maintenance of proper records of inventory, does not arise.

However in respect of shares, debenture and other financial instruments held as Stock in Trade, the Company physically verifies the same lying in Dematerialised or physical form, from time to time.

iii. a. As per information furnished, the Company has not granted any loans secured / unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. As the Company has not granted any such loans, Clause (iii)(b) of the Order relating to the rate of interest and other terms and conditions, whether prima facie prejudicial to the interest of the Company, Clause (iii)(d) relating to regularity of the receipt of principal amount and interest and Clause (iii)(d) relating to steps for recovery of overdue amount of more than rupees one lakh, are not applicable.

c. The Company has taken an unsecured loan amounting to Rs.. 335 Lacs during the year from two parties covered in the register maintained under Section 301 of the Companies Act 1956.

However the company has repaid Rs.. 334 Lacs during the year and The maximum balance outstanding during the year was Rs.. 230 Lacs.

d. Based on the information and explanation given, the rate of interest and other terms and conditions of the aforesaid sums lent were prima facie not prejudicial to the interest of the company.

e. As verified from the records made available to us and according to the information and explanations given to us, the terms of repayments of such loans have not been stipulated; hence the question of our commenting as regards regularity in repaying of the principal amounts and interest does not arise.

iv. 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 through personal supervision of management with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls system.

v. a. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs, have been made at prices which are reasonable, having regards to the prevailing market prices at the relevant time, wherever applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed there under, does not arise.

vii. In our opinion, based on the information and explanations given to us, the Company has an Internal Audit System commensurate with its size and the nature of its business operations.

viii. According to the information and explanations given to us, as the Central Government has not prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956, clause 4 (viii) of the Order is not applicable.

ix. a. According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing undisputed statutory dues including Investors' Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and other statutory dues, applicable to it, with the appropriate authorities, during the year, except for wealth tax as mentioned below

Sr. No. Financial Year Amount (Rs) Period for which outstanding (Month)

1 2007-08 2,950 42

2 2008-09 3,943 30

3 2009-10 15,661 18

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and Cess which have not been deposited on account of disputes.

x. The Company does not have any accumulated losses and it has not incurred any cash losses during the financial year covered by our audit and the immediately proceeding financial year.

xi. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks in the financial year under audit.

xii. Based on our examinations of records and the information and explanations given to us, the Company has not granted loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. As the Company is not a Chit fund / Nidhi / Mutual benefit fund / Society, clause 4 (xiii) of the Order is not applicable.

xiv. Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading activities in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments are held by the Company in its own name.

xv. As the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, clause 4 (xv) of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us, as the company has not taken any term loan during the year, clause 4 (xvi) of the Order is not applicable.

xvii.According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the funds raised on short term basis have not been utilised for long term investments.

xviii.According to the information and explanation given to us, as the Company has not made any preferential allotment of shares during the year, clause 4 (xviii) of the Order is not applicable.

xix. According to the information and explanation given to us, as the Company has not issued any debentures during the year, the question of creating securities or charges in respect thereof does not arise.

xx. As the Company has not raised any money by public issue during the year, clause 4 (xx) of the Order is not applicable to the Company.

xxi. Based on the audit procedures performed and information and explanation given to us 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 BANSI S. MEHTA & CO.

Chartered Accountants

Firm Registration

No.100991W

PLACE : MUMBAI HARESH G. BUCH

DATED :12th July 2011 Partner

Membership No. 033114

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of DHOOT INDUSTRIAL FINANCE LIMITED as at March 31,2009 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4) Further to ourcomments in the Annexure referred to in paragraph 3 above:

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 such 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 attached Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on March 31, 2009 and taken on record by the Board of Directors and further certified by the Company, we report that none of the directors are disqualified as on March 31,2009 from being appointed as a Director in terms of Clause (g) of Sub-Section (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, together with 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:

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

2009; ii) In the case of Profit and Loss Account of the profit for the year ended on that date; and iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the Auditors Report of even date on the accounts of DHOOT INDUSTRIAL FINANCE LIMITED for the year ended March 31,2010

i. a. The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

b. As per information and explanation given to us, physical verification of fixed assets has been conducted by the management during the year. No material discrepancies were noticed on such verification.

c. There has been no disposal of substantial part of the fixed assets during the year, which may affect the going concern status of the Company.

ii. The Company is engaged in trading of chemicals, papers, electronics, and shares. All the goods purchased in respect of above (except trading in shares, debenture and other financial instruments) are directly supplied from the Principals factory/warehouse to the respective Consignees, thus there are no stock lying at the companys disposal at any point of time. Thus requirement of Clause 4 (ii)(a) regarding verification of the Inventory, clause 4 (ii)(b) regarding adequacy of physical verification in relation to size of the company and clause 4 (ii)(c) regarding maintenance of proper records of inventory, does not arise.

However in respect of shares, debenture and other financial instruments held as Stock in Trade, the Company physically verifies the same lying in Demat or physical form, from time to time.

iii. a. As per information furnished, the Company has not granted any loans secured / unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. As the Company has not granted any such loans, Clause (iii)(b) of the Order relating to the rate of interest and other terms and conditions, whether prima facie prejudicial to the interest of the Company, Clause (iii)(d) relating to regularity of the receipt of principal amount and interest and Clause (iii)(d) relating to steps for recovery of overdue amount of more than rupees one lakh, are not applicable.

c._ The Company has taken an unsecured loan amounting to Rs. 2,05,00,000/- during the year from one party covered in the register maintained under Section 301 of the Companies Act 1956.

However the company has repaid Rs. 1,49,00,000/- during the year and The maximum balance outstanding during the year was Rs. 1,55,00,000/-.

d. Based on the information and explanation given, the rate of interest and other terms and conditions of the aforesaid sums lent were prima facie not prejudicial to the interest of the company.

e. As verified from the records made available to us and according to the information and explanations given to us, the terms of repayments of such loans have not been stipulated; hence the question of our commenting as regards regularity in repaying of the principal amounts and interest does not arise.

iv. 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 through personal supervision of management with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls system.

v. a. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs, have been made at prices which are reasonable, having regards to the prevailing market prices at the relevant time, wherever applicable.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and hence, the question of complying with the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed there under, does not arise.

vii. In our opinion, based on the information and explanations given to us, the Company has an Internal Audit System commensurate with its size and the nature of its business operations.

viii. According to the information and explanations given to us, as the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, clause 4 (viii) of the Order is not applicable.

ix. a. According to the information and explanations given to us and the records examined by us, the Company has generally been regular in depositing undisputed statutory dues including Investors Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and other statutory dues, applicable to it, with the appropriate authorities, during the year.

b. According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and Cess which have not been deposited on account of disputes.

x. The Company does not have any accumulated losses and it has not incurred any cash losses during the financial year covered by our audit and the immediately proceeding financial year.

xi. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks in the financial year under audit.

xii. Based on our examinations of records and the information and explanations given to us, the Company has not granted loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. As the Company is not a Chit fund / Nidhi / Mutual benefit fund / Society, clause 4 (xiii) of the Order is not applicable.

xiv. Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading activities in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments are held by the Company in its own name.

xv. As the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, clause 4 (xv) of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us, as the company has not taken any term loan during the year, clause 4 (xvi) of the Order is not applicable.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the funds raised on short term basis have not been utilised for long term investments.

xviii.According to the information and explanation given to us, as the Company has not made any preferential allotment of shares during the year, clause 4 (xviii) of the Order is not applicable.

xix. According to the information and explanation given to us, as the Company has not issued any debentures during the year, the question of creating securities or charges in respect thereof does notarise.

xx. As the Company has not raised any money by public issue during the year, clause 4 (xx) of the Order is not applicable to the Company.

xxi. Based on the audit procedures performed and information and explanation given to us 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 BANSI S. MEHTA & CO.

Chartered Accountants

Firm Registration No. 100991W

AMIT A. DESAI

PLACE :MUMBAI Partner

DATED :18th June2010 Membership No. 048512