Auditor Report of Eco Recycling Ltd.

Mar 31, 2025

We have audited the Standalone I nd AS financial statements
of ECO RECYCLING LIMITED (the "Company"), which
comprise the balance sheet as at March 31, 2025, the
statement of profit and loss (including other comprehensive

income), the statement of cash flows and the statement of
changes in equity for the year then ended, and notes to the
Standalone Ind AS financial statements including a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as the " Standalone Ind
AS financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone Ind AS financial statements give the information
required by the Companies Act, 2013 as amended (the "Act")
in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025,
its profit (including other comprehensive income), changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial

statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act ("SA"s). Our

responsibilities under those Standards are further
described in the ''Auditor''s Responsibilities for the Audit

of the Standalone Ind AS Financial Statements'' section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute

of Chartered Accountants of India ("ICAI") together with the
ethical requirements that are relevant to our audit of the

Standalone Ind AS financial statements under the provisions
of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on
the Standalone Ind AS financial statements.

Key Audit Matters

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

Standalone Ind AS financial statements for the financial year
ended March 31, 2025. These matters were addressed in
the context of our audit of the Standalone Ind AS financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the

Auditor''s responsibilities for the audit of the Standalone
Ind AS financial statements section of our report, including

in relation to this matter. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the
Standalone Ind AS financial statements. The results of our
audit procedures, including the procedures performed to
address the matter below, provide the basis for our audit
opinion on the accompanying Standalone Ind AS financial
statements.

Key Audit Matters
1. Revenue Recognition	How our audit addressed the key audit matter
Revenue is an important measure used to evaluate the performance of the company. There is a risk that the revenue is presented for amounts higher than what has been actually generated by the company.	Our audit procedures in respect to Revenue Recognition included the following; • Inspecting underlying documentation for any book entries which were considered to be material on a sample basis. • Inspecting the key terms and conditions of agreements with major customers on a sample basis to assess if there were any terms and conditions that may have affected the accounting treatment of the revenue recognition.
Consequently We Considered Revenue Recognition To Be A Significant Key Audit Matter.	• The accuracy and completeness of revenue was verified through Cut-Off testing and Analytical Reviews. • Review that the revenue has been recognized in accordance with the revenue recognition policy of the Company.

1. We draw attention to Note No. 3, where the Company
has not carried out a fair valuation of the property and
assets located at its Kharbao, Mumbai unit and continues
to carry them at historical cost. The production activities
at this location could not be commenced due to certain
unavoidable circumstances in the past. Consequently,
no depreciation has been charged on these assets ever
since. Company believes that the carrying amounts of
these financial assets and financial liabilities approximate
their fair values and that the impact of change, if any, on
account of fair valuation of these financial assets and
financial liabilities, will be insignificant. Our opinion is not
modified in respect of this matter.

2. We draw attention to Note No. 7, where an amount
of ? 2,35,16,348 is receivable from M/s Keynote
Capital Limited ("Keynote") in respect of certain share
transactions alleged to have been misappropriated by
Keynote. As stated in the note, the matter is currently
sub judice and pending for final adjudication before the
Hon''ble Bombay High Court. Our opinion is not modified
in respect of this matter.

3. We draw attention to Note No. 2.(e) significant
accounting policies under Notes forming part of
standalone financial statements, which describes the
Company''s accounting policy regarding depreciation
on property, plant and equipment. The Company has
not considered the residual (salvage) value of fixed
assets while computing depreciation, which is not in
accordance with the requirements of Indian Accounting
Standard (Ind AS) 16 - Property, Plant and Equipment.
As stated in the note, the management is of the view
that the useful life estimated for the assets is lower than
their actual economic life, and therefore, any residual
value at the end of the useful life would be insignificant
and not material to the standalone financial statements.
Accordingly, depreciation has been charged without
considering residual value. Our opinion is not modified in
respect of this matter.

4. We draw attention to Tax Expenses to the standalone
financial statements, which states that the Company has
made an additional income tax payment of ? 1,21,64,460
in current Financial Year i.e. FY 24-25 in the month of

September 2024, pertaining to the previous financial
year ended March 31, 2024. The said amount has been
recognized as an expense in the Statement of Profit and
Loss under Tax Expense for earlier Financial Year. 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 Management Discussion
and Analysis, Board''s Report including Annexures to
Board''s Report, Business Responsibility Report, Corporate

Governance Report and Shareholder''s Information, but does
not include the Standalone Ind AS financial statements and
our auditor''s report thereon.

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

In connection with our audit of the Standalone Ind AS
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the Standalone
Ind AS 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.

Management''s Responsibilities for the Standalone Ind AS
Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Ind AS Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the Standalone Ind AS
Financial Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.

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

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

Auditor''s Responsibilities For the Audit of the Standalone
Ind AS Financial Statements

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

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

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

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

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the management.

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

• Evaluate the overall presentation, structure and
content of the Standalone Ind AS Financial Statements,
including the disclosures, and whether the Standalone
Ind AS Financial Statements represent the underlying

transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding
Standalone Ind AS Financial Statements of the Company
to express an opinion on the same.

Materiality is the magnitude of misstatements in the
Standalone Ind AS Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions
of a reasonably knowledgeable user of the Standalone Ind
AS 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 Ind AS 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 Ind AS 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 Section 143(3) of the Act, based on our

audit we report that:

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

b) In our opinion, proper books of account as required

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

c) The balance sheet, the statement of profit and loss
including other comprehensive income, statement
of changes in equity and the statement of cash flows
dealt with by this report are in agreement with the
relevant books of account.

d) In our opinion, the aforesaid Standalone Ind AS
financial statements comply with the Ind AS specified
under Section 133 of the Act, read with relevant rule

issued there under to the extent applicable to the
Company.

e) On the basis of the written representations received

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

f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate Report in "Annexure A". 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:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Ind AS Financial Statements.

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

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

iv. a) The management has represented that, to the
best of its knowledge and belief, no funds 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, whether,
directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever
by or on behalf of the company ("Ultimate
Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

2. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government in

terms of Section 143(11) of the Act, we give in "Annexure
B" a statement on the matters specified in paragraphs 3
and 4 of the Order.

For DMKH & CO.

Chartered Accountants

Firm Registration Number: 116886W

Anant Nyatee
Partner

Membership Number: 447848

UDIN 25447848BMNWFJ8687
Place: Mumbai
Date: May 24, 2025

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Mar 31, 2024

We have audited the standalone financial statements of ECO RECYCLING LIMITED which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss account (including other comprehensive income), Statement of

change in Equity, Cash Flow Statement for the year ended, a summary of significant accounting policy and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Companies Act 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Companies Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, (Ind AS) thereunder and other accounting principles generally accepted in India, of the standalone state of affairs (financial position) of the Company as at 31^st March 2024 and its standalone financial performance inducing other comprehensive income), its standalone cash flows and standalone 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 Companies Act, 2013. Our responsibilities under

those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Emphasis of Matter Paragraph we have determined that there are no key audit matters to communicate in our report.

Emphasis of Matter Para.

1. Note no. 3 to the standalone financial statements, PPE

The company has not done any fair valuation of its Property at Kharbao, Mumbai as it believes that the carrying amounts of these financial assets and financial liabilities approximate their fair values and that the impact of change, if any, on account of fair valuation of these financial assets and financial liabilities, will be insignificant.

2. Note No.7 to the financial statements, Receivables from Keynote Capital Limited

An amount of Rs 2,35,16,348 is receivable from M/s

Keynote Capital Limited (Keynote), by the company, on account of share transactions misappropriated by the Keynote Capital Limited. As on the date of this report, the matter is pending for its final outcome before the Bombay High Court.

3. Note on Fire occurred at the property

On 15^th January, 2024, a fire incident took place in the Recycling Facility of the Company in Vasai, Maharashtra which was brought under control in a few hours. The Company''s Inventory, current & fixed assets located in this facility and were completely insured. The company has lodged claim and following up with the Insurance Company and Surveyor for their assessment.

Our opinion is however not qualified in respect of the above matters.

Information other than the Financial Statements and Auditor''s Report thereon

The Holding Company''s Board of Directors is responsible

for the other information. The other information comprises the information included in the Annual Report, but does not

include the financial statements and our auditor''s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our

audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility 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, comprehensive income, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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 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.

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

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

1. 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.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for explaining our opinion on whether the Group has adequate internal financial controls system in place and the operating effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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 Group''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the consolidated 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 entity to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including

any significant deficiencies in internal control that we identify during our audit.

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

For matters communicated with those charged with governance, we determine those matters that were most

significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes 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

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.

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

(i) 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.

(ii) 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

(iii) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of

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

(iv) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under

Section 133 of the Act.

(v) On the basis of the written representations received from the directors as on 31st March, 2024, and taken on record by the Board of Directors, we report that 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.

(vi) 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".

(vii) 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. Further, no remuneration is paid during

the year by any of its subsidiary companies forming part of the group.

(viii) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 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 on its financial position in its Ind AS

financial statements.

(b) The Company did not have any long-term contracts

including derivative contracts for which there were any material foreseeable losses for which provision was required to be made under the applicable law or the accounting standards.

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

(d) (i) The management has represented that, to the

best of it''s knowledge and belief, other than as

disclosed in the notes to accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever

by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which 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 (i) and (ii) contain any material misstatement.

(e) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

(f) The Company''s accounting software includes

features of recording Audit Trail which was operative throughout the year. It was duly ensured that the

audit trail feature has not been tempered. Moreover, the audit trail has been preserved by the company as per the statutory requirements for record retention.

For R M R & CO. Chartered Accountants

ICAI Reg.No.: 106467W

CA Ashish Mandowara Partner

Membership No. 168656

UDIN: 24168656BKETNN6643 Mumbai, May 14, 2024

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Mar 31, 2023

We have audited the standalone financial statements of ECO RECYCLING LIMITED which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss account (including other comprehensive income), Statement of change in Equity, Cash Flow Statement for the year ended, a summary of significant accounting policy and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Companies Act 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standerds prescribed under section 133 of the Companies Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, (Ind AS) thereunder and other aacounting principles generally accepted in India, of the standalone state of affairs (financial position) of the Company as at 31^st March 2023 and its standalone financial performance induding other comprehensive income), its standalone cash flows and standalone 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 Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulflled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except for the matter described in the Emphasis of Matter Paragraph we have determined that there are no key audit matters to communicate in our

report.

Emphasis of Matter Para

1. Note no. 7 to the standalone financial statements, Non Current Asset Deposits

The company has not done any fair valuation of its Property at Kharbao, Mumbai as it believes that the carrying amounts of these financlal assets and financial liabilities approximate their fair values and that the impact of change, if any, on account of fair valuation of these financial assets and financial liabilities, will be insignificant.

2. Note no. 7 to the standalone financial statements, Capital advances.

The Holding company has a pending legal dispute with M/s KUD Realtors Pvt. Ltd relating to the transfer of assets purchased in favour of the holding company. As at 31st March 2023, the holding company has paid amount of Rs. 1,93,08,133 as advance for purchase of the assets. As at the date of this report, the final outcome of the legal proceedings is pending but the company is of the view that it will not be able to recover the same and hence debited to profit and loss account.

3. Note no. 3 & 14 to the financial

statements, unsecured

borrowings from DSIR

The Company was granted funds

of Rs 900 lacs by DSIR, for a project of "E-Waste Recycling and Precious Metal Recovery" and as per the original terms of the disbursal, the loan by DSIR, was to be repaid on the successful commercialisation of the project. According to the information and explanations given to us, the dispute between the Holding Company and DSIR Over the repayment of the loan from DSIR is now settled as per the Order of Delhi High Court dated 17.03.2023 and now the company estimates that it is no longer liable to pay Rs. 900 Lakhs & therefore the value of the Fixed Assets which was acquired from the amount received from DSIR under the project has been reduced equally.

4. Note No.7 to the financial statements, Receivables from Keynote Capital Limited

An amount of Rs 2,35,16,348 is receivable from M/s Keynote Capital Limited (Keynote), by the company, on account of share transactions misappropriated by the Keynote Capital Limited. As on the date of this report, the matter is pending for its final outcome before the Bombay High Court.

Our opinion is however not qualified in respect of the above matters.

Information other than the Financial

Statements and Auditor''s Report

thereon

The Holding Company''s Board of

Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance concluslon thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Ind AS Financial Statements:

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the 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, comprehensive income, changes in equity 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.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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 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.

Those Board of Directors are 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 scepticism throughout the audit. We also:

1. 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 sufficlent 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.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Group has adequate internal financial controls system in place and the operating effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Condude 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 Group''s ability to Continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the consolidated 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 entity to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying

transactions and events in amanner that achieves fair presentation.

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

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

For matters communicated with those charged with governance, we determine those matters that were most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes 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, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

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

e) on the basis of the written representations received from the directors as on 31st March, 2023, and taken on record by the Board of Directors, we report that 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".

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. Further, no remuneration is paid during the year by any of its subsidairy companies forming part of the group.

h) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 2014; in our opinion and to the best of our information and according to the

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

ii. The Company did not have

any long-term contracts including derivative

contracts for which there were any material foreseeable losses for which provision was required to be made under the applicable law or the accounting standards.

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

iv. (i) The management

has represented

that, to the best of it''s knowledge and belief, other than as disclosed in the notes to accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities

("Intermediaries"), with the

understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever

by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons

or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate

Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (iii) Based on audit procedures which 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 (i) and (ii) contain any material mis-statement.

v. The company has not declared or paid any dividend during the year

in contravention of the provisions of section 123 of the Companies Act, 2013. vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

As per our Report of even date For For R M R & CO.

Chartered Accountants ICAI Reg.No.106467W

CA Ashish Mandowara

Partner

Membership No.: 168656

Mumbai 30^th May, 2023 UDIN :23168656BGXCKE1784

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Mar 31, 2018

We have audited the accompanying standalone Ind AS financial statements of M/s Eco Recycling Limited (“the Company”), which comprises of the Balance Sheet as at March 31^st, 2018, Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity, the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of the standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the 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 financial position of the Company as at March 31^st2018, its financial performance including other comprehensive income, its cash flows and changes in equity, for the year ended on that date.

Emphasis of Matter

We draw attention to the following notes in the standalone Ind AS financial statements annexed to the auditor’s report

a) Note 4.4, 4.5 and 4.7: The company has not done any fair valuation of its financial assets and financial liabilities as it believes that the carrying amounts of these financial assets and financial liabilities approximate their fair values and that the impact of change, if any, on account of fair valuation these financial assets and financial liabilities, will be insignificant.

b) Note no 37: The company has a pending legal dispute with M/s KUD Realtors Pvt. Ltd relating to the transfer of assets purchased in favour of the company. The company has paid amount of Rs 2, 10, 95,615 as advance for purchase of the assets. The company is however of the opinion that the dispute will be resolved in its favor soon.

Our opinion is not modified in any of the above matters

Other Matters

The comparative financial information of the company for the year ended 31^st March 2017 and the transition date opening balance sheet as at 1^st April 2016 included in these standalone Ind AS financial statements, are based on previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules 2006 and which have not been audited by us. This comparative financial information has been furnished to us by the Management and the Auditor’s report for the years ended 31^st March 2017 and 31^st March 2016 contain a qualified opinion on those standalone financial statements.

The financial information for the periods 31^st March 2017 and 1^st April 2016, have been adjusted for differences in accounting policies adopted by the Company on transition to Ind AS.

Report on other Legal and Regulatory Requirements

1. 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 cash flow dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards prescribed under section 133 of the Act read with relevant rules there under;

e) On the basis of the written representations received from the directors as on March 31^st, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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”.

2. 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 on its financial position in its standalone Ind AS financial statements. Refer Note Nos. 36 and 37 to the financial statements.

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

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

3. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government in terms of Section 143 (11) of the Companies Act 2013, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

(i) In respect of fixed assets:

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

(b) As explained to us the fixed assets are being physically verified by the management at regular intervals and no material discrepancies were noticed on such verification.

(c) As explained to us, the title deeds of immovable properties were held in the name of the company except assets mentioned in note no 37 to the standalone Ind AS financial statements

(ii) According to information and explanations given to us, the physical verification of inventories has been conducted by the management at reasonable intervals and no material discrepancies were noticed during the physical verification of the inventories, during the year.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the paragraphs 3(iii) (a) to (c) of the Order are not applicable to the Company.

(iv) The company has provided financial guarantee on behalf of its subsidiary and in respect of loans, investments, guarantees and security, it has complied with sections 185 and 186 of the Companies Act 2013.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under with regard to acceptance of deposits, are not applicable to the company. Accordingly, paragraph 3(v) of the Order is not applicable to the company.

(vi) The cost records are not required to be maintained under section 148(1) of the Companies Act 2013, as prescribed by the Central Government. Accordingly paragraph 3(vi) of the Order is not applicable to the company.

(vii) In respect to payment of statutory dues:

(a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Income-Tax, Service Tax, Cess, Professional Tax and any other statutory dues with the appropriate authorities.

(b) There are no statutory dues that have not been deposited by the company with appropriate statutory authorities, on account of any dispute as at 31^st March 2018.

(viii)Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions

(ix) The company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). The term loans have been applied by the company for the purposes for which they were raised.

(x) Based on our audit procedures and according to the information and explanations given to us, neither there has been any fraud on the company by its officers or employees, noticed during the year nor have we been informed of such cases by the Management.

(xi) The company has paid / provide for managerial remuneration during the year in accordance with requisite approvals mandated by provisions of section 197 read with Schedule V of the Companies Act 2013

(xii) The Company is not a Nidhi Company and hence paragraph 3(xii) of the Order is not applicable to the company.

(xiii)According to the information and explanation given to us and based on our examination of the records of the company, the transaction with the related party are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv)Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or other persons connected with the directors. Accordingly, the paragraph 3(xv) of the Order is not applicable to the Company.

(xvi)The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

We have audited the internal financial controls over financial reporting of M/s Eco Recycling Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over Financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the standalone Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of the standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the stand alone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be deducted. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For Talati and Talati

Chartered Accountants

Firm Registration No.: 110758W

Rovin Kothari

Mumbai Partner

30^th May, 2018 M. No.: 133326

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Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of "Eco Recycling Limited" ("the Company"), which comprise the Balance Sheet as at 31^st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility 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 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 irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Basis of Qualified Opinion :

(i) We draw attention to Note No. 33 of the "Notes forming part of Standalone Financials Statements " regarding method of accounting of ''Miscellaneous expenditure (to the extent not written off)'', which in our opinion is not in accordance with the Accounting Standard 26 "Intangible Assets" aggregating to Rs.8,60,076/-

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the ''Basis for qualified opinion'' paragraph above, 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 31st March 2017, its Loss and its cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention of the management to the following observations without qualifying our opinion:

1) Note 31 of the Notes forming part of Financial Statements regarding holding of equity shares which are currently not being reflected in the Company''s De-mat account due to a dispute with "Keynote Capital Limited" and hence Company has not accounted the loss of Rs. 235.16 Lakhs which is considered as fully recoverable by the Management. The Company has assessed the recoverability of these claims based on legal advice. Considering the Contractual tenability and legal advice from Company''s counsel in the matter, the management is confident of recovery of the same. In view of Significant uncertainty, the amount of loss for eventual non-recovery of claim made by the company, if any is presently not ascertainable. In the interim company has booked the loss on sale of these shares in the current Financial Year.

2) We draw attention to Note 34 of the Notes forming part of Standalone Financial Statements regarding uncertainties in relation to assets purchased from KUD Realtors Pvt. Ltd. due to certain legal disputes.

3) Note 15 of the Notes forming part of the standalone Financial Statements regarding valuation of closing stock, The Company has certain inventory items which are non-moving and obsolete. This indicates material uncertainty, that may cast doubts on the recoverability of these Inventories. However, in view of the management, no provision is required to be made as they are confident of its recoveries.

4) Note 11 (B) of the Notes forming part of the standalone Financial Statements regarding Branding Expenses, The Company has capitalized Branding expenses incurred amount to Rs. 652.77 Lakhs as Intangible Assets under Development. However, the same as not in consonance into the principles laid down under As-26 "Intangible Assets". The management is of the view that branding will have a long term benefit.

5) Note 11 (C) of the Notes forming part of the standalone Financial Statements regarding Capital work in Progress, Due to prolonged suspension of construction activities of ''E- Waste recycling and Precious metal recovery'''' project, expenses incurred and capitalized so far on those assets, the physical condition of these assets under construction require technical evaluation to determine impairments or write off, if any. However, in the view of the management, the suspension of construction activities of these assets is temporary in nature and assets under construction are not obsolete, and the company will be able to resume construction activities in the near future and hence no provision is required to be made.

6) Note 12 of the Notes forming part of the standalone Financial Statements regarding Non-Current Investment, The market value of the quoted investment as at 31^st march, 2017 is Rs. 186.28 lakhs as against the carrying value of Rs. 304.81 lakhs. However, no provision for the same is made as in view of the management, diminution is temporary in nature. Further in respect of investments in unquoted equity shares amounting to Rs. 141.01 lakhs as at 31^st march, 2017, out of which for the investment of Rs. 55 lakhs, audited financial statements are not available of the investee companies. No impairment has been provided for the same in the books of accounts as in view of the management the Quoted & Unquoted investments are long term and strategic in nature and there is no diminution other than temporary in nature. We are unable to ascertain or quantify whether any provision is required to be made for the impairment of these investments.

7) Note 13 of the Notes forming part of the standalone Financial Statements regarding Advances recoverable in cash or kind, includes dues outstanding from Shree Ganesh Forgins Ltd. of Rs. 22.50 Lakhs and Chandramouli Silk Mills of Rs. 25 Lakhs. These are outstanding for a long period of time. Absence of recoveries from those parties since several years indicates the existence of material uncertainty that may cast doubt on the recoverability of the advances. However, in view of the management no provision is required as they are proceeding with legal action.

8) Note 35 of the Notes forming part of Standalone Financial Statements regarding Balances of some of the trade receivables, trade payables and creditor of expenses, loans and advances (given and taken) and loans are subject to confirmation and reconciliation. The consequential adjustments if any, arising out of these are not quantifiable.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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 purpose of our audit;

(b) Except for the effects of the matter described in the Basis for qualified opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(d) Except for the effects of the matter described in the Basis for qualified opinion paragraph above, in our opinion, theafore said standalone financial statements comply with the applicable 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 31^st March, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017, 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"; and

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

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

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

iv. The Company has provided requisite disclosures in the financial statements [note no. 39] as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of the immovable property are in the name of the Company except 173.37 Gunthas.

ii According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such physical verification during the year.

iii The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3 (iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

iv The Company has complied with the provisions of Section 185 & 186 of the Companies Act, 2013 in respect of corporate guarantee to National Skills Development Corporation on behalf of its 100% subsidiary Ecoreco Enviro Education Pvt. Ltd. The Company has not given any loans or made any investments.

v The company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under to the extent notified.

vi The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the services rendered by the Company.

vii (a) The company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. There are no outstanding dues as on the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there have been no disputed dues which have not been deposited in respect of income tax, sales tax, service tax, duty of customs, duty of excise and value added taxes at 31st March, 2017.

viii The Company has not defaulted in repayment of loans or borrowings to any financial institution, banks or Government during the year and the Company has not issued any debentures.

ix The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans availed during the year were applied for the purposes for which the loans were obtained.

x According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi The Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, Clause 3(xii) of the Order is not applicable.

xiii According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18.

xiv The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the order are not applicable to the Company.

xv The Company has not entered in to non-cash transactions with directors or persons connected with him. Accordingly, the provision of Clause 3(xv) of the Order is not applicable to the Company.

xvi The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For GMJ & Co

Chartered Accountants

Firm''s Reg. No. 103429W

CA. Sanjeev Maheshwari

Mumbai Partner

30^th May, 2017 M. No. 38755

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Mar 31, 2016

To

The Members of,

Eco Recycling Limited

Report on the Standalone Financial

Statements

We have audited the accompanying standalone financial statements of "Eco Recycling Limited" ("the Company"), which comprises the Balance Sheet as at 31^st March, 2016, 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 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 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 irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility Our responsibility is to express an opinion on these 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 have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Basis of Qualified Opinion :

i. The Company has not carried out Actuarial Valuation as required under AS-15 "Employee Benefits" for Gratuity Liability and has instead made anadhoc provision of Rs.2,00,000 /- only. The impact of the difference, if any, on the Balance sheet and Statement of Profit and Loss Account is unascertainable.

ii. We draw attention to Note No. 33 of the "Notes forming part of Financials Statements" regarding method of accounting of ''Miscellaneous expenditure (to the extent not written off)'', which in our opinion is not in accordance with the Accounting Standard 26 "Intangible Assets" aggregating to Rs.14,51,548/Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the ''Basis for qualified opinion'' paragraph above, 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 31^st March 2016, its Profits and its cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention of the management to the following observations without qualifying our opinion:

- We draw attention to Note 31 of the Notes forming part of Financial Statements regarding holding of equity shares which are currently not being reflected in the Company''s De-mat account due to a dispute with "Keynote Capital Limited" and hence Company has not accounted the loss of Rs.213.39/- Lacs which is considered as fully recoverable by the Management. The Company has assessed the recoverability of these claims based on legal advice. Considering the Contractual tenability and legal advice from Company''s counsel in the matter, the management is confident of recovery of the same. In view of Significant uncertainty, the amount of loss for eventual non-recovery of claim made by the company, if any is presently not ascertainable.

- We draw attention to Note 34 of the Notes forming part of Financial Statements regarding uncertainties in relation to assets purchased from KUD Realtors Pvt. Ltd. due to certain legal disputes.

- We draw attention to Note 37 of the Notes forming part of Financial Statements regarding Balances of some of the trade receivables, trade payables and creditor of expenses, loans and advances (given and taken) and loans are subject to confirmation and reconciliation. The consequential adjustments if any, arising out of these are not quantifiable.

Report on Other Legal and Regulatory

Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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 purpose of our audit;

b. Except for the effects of the matter described in the Basis for qualified opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. Except for the effects of the matter described in the Basis for qualified opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the applicable 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 31^st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016, 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"; and

g. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

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

(ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of the immovable property are in the name of the Company except 173.37 Gunthas.

ii According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such physical verification during the year.

iii The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3 (iii), (iii)(a), (iii)(b) and (iii) (c) of the said order are not applicable to the company.

iv The Company has complied with the provisions of Section 185 & 186 of the Companies Act, 2013 in respect of corporate guarantee to National Skills development Corporation on behalf of its 100% subsidiary Ecoreco Enviro Education Pvt. Ltd. The Company has not given any loans or made any investments.

v The company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under to the extent notified.

vi The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the services rendered by the Company.

vii (a) The company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. There are no outstanding dues as on the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there have been no disputed dues which have not been deposited in respect of income tax, sales tax, service tax, duty of customs, duty of excise and value added taxes at 31^st March, 2016.

viii The Company has not defaulted in repayment of loans or borrowings to any financial institution, banks or Government during the year and the Company has not issued any debentures.

ix The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans availed during the year were applied for the purposes for which the loans were obtained.

x According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi The Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, Clause 3(xii) of the Order is not applicable.

xiii According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18.

xiv The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the order are not applicable to the Company.

xv The Company has not entered in to non-cash transactions with directors or persons connected with him. Accordingly, the provision of Clause 3(xv) of the Order is not applicable to the Company.

xvi The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

(Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date on the standalone financial statements of Eco Recycling Limited)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Eco Recycling Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For GMJ & Co

Chartered Accountants

Firm''s Reg. No. 103429W

CA P. Somani

Place: Mumbai Partner

Date: 30^th May, 2016 M. No. 40637

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Mar 31, 2015

We have audited the accompanying financial statements of ECO RECYCLING LIMITED ("the Company"), which comprise the Balance Sheet as at March 31st, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation 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 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.

Basis of Qualified Opinion:

1) During the year 2014-15, the Company has not revised the useful life of the Fixed Assets as required by Schedule - II of the Companies Act, 2013, as a result its impact on the Balance Sheet and Statement of Profit and Loss account is unascertainable.

2) Company has not complied with the requirement of Gratuity as required under AS-15 and has not made any provision for the same, as a result its impact on the Balance Sheet and Statement of Profit and Loss account is unascertainable.

3) We draw attention to Note 33 of the Notes forming part of financial Statements regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 " Intangible Assets" aggregating to Rs. 3,919,517.

Qualified Opinion

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

Emphasis of Matter:

We draw attention of the management to the following observations without qualifying our opinion:

1) We draw attention to Note 31 of the Notes forming part of the Financial Statements regarding holding of equity shares which are currently not being reflected in the Company's De-mat account due to a dispute with "Keynote Capital Limited" and hence Company has not accounted the loss of Rs.213.39/- Lacs which is considered as fully recoverable by the Management. The Company has assessed the recover ability of these claims based on legal advice. Considering the Contractual tenability and legal advice from Company's counsel in the matter, the management is confident of recovery of the same. In view of significant uncertainty, the amount of loss for eventual non-recovery of claim made by the company, if any is presently not ascertainable.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, 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 section143(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 purpose of our audit;

(b) Except for the effects of the matter described in the basis for qualified opinion paragraph above, In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

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

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

3. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

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

(ii) The Company does not anticipate any material foreseeable losses, on long- term contracts.

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii. (a) In our opinion, physical verification of inventory lying with the company has been conducted at reasonable intervals by the management.

(b) Inour opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii. The Company has not granted loans, secured or unsecured to a firms, companies or other parties covered in the register maintained under Section 189 of the Companies Act,2013 and hence the provisions of clause (iii) (a) and (b) of paragraph 3 of the Companies (Auditor's Report) Order,201 5 are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets, purchase of inventory, sale of inventory and sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed in the internal controls.

v. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) According to the information and explanation given to us and on the basis of our examination of our records of the Company amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have generally been regularly deposited with the appropriate authorities except forprofession tax amounting to Rs.22,100.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except forprofession tax amounting to Rs. 22,100.

(b) According to the information and explanations given to us, there have been no disputed dues which have not been deposited in respect of income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess as at 31st March, 2015.

(c) Provisions of this clause are not applicable to the company.

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

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any outstanding dues to banks during the year.

x. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loan taken by others from bank or financial institutions during the period covered by audit.

xi. In our opinion and according to the information and explanations given to us, the company has applied the term loans taken during the year for the purpose for which they have been taken.

xii. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

Mumbai For GMJ & Co May 30, 2015 Chartered Accountants Firm Reg. 103429w CA. P. Somani Partner Membership No. 40637

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in under section (3c) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 152013/ dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Basis of Qualified Opinion:

We draw attention to Note 37 of the Notes forming part of financial statements regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 "Intangible Assets" aggregating to Rs. 64,98,617/-.

Opinion

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

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

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

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

Emphasis of Matter:

We draw attention to Note 33 of the Notes forming part of financial statements regarding holding of equity shares which are currently not being reflected in the company''s de-mat account due to a dispute with "Keynote Capital Limited", and hence company has not accounted the loss of Rs. 213.39/- lacs which is considered as fully recoverable by the management. The Company has assessed the recoverability of these claims based on legal advice. Considering the contractual tenability and legal advice from Company''s counsel in the matter, the management is confident of recovery of the same. In view of significant uncertainty, the amount of loss for eventual non-recovery of claim made by the company, if any is presently not ascertainable.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory

Requirements

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

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

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

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

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

(d) Except for the matter described in the "Basis of Qualified Opinion" paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in under section (3c) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 9 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i. In respect of its fixed assets :

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

(b) All the fixed assets have been physically verified by the company during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any Fixed Assets during the financial year and hence the provisions of clause i (c) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

ii. In respect of its inventory :

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The company has granted Interest free unsecured loans to one party amounting to Rs. 5,24,000/- (Maximum balance outstanding Rs. 78,84,000/-) during the year covered in the register maintained under Section 301 of the Companies Act 1956. The year end balance outstanding is NIL.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of unsecured loans granted by the company to the parties (referred to in (a) above) are prima facie not prejudicial to the interest of the company.

(c) In respect of the loans granted by the company (referred to in (a) above) there are no stipulations as regards receipt of loan amount.

(d) In respect of the above said loans and interest thereon granted by the company (referred to in (a) above), there are no overdue amounts.

(e) The company has not taken loans, secured or unsecured to/from firms, companies or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and hence the provisions of clause (iii) (e) to (g) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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 for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. (a) According to the information and explanation given to us, the transaction that needs to be entered into the register maintained under 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 have been made at prices which are reasonable having regard to the prevailing market price at the relevant time has referred to in Section 301 of the Act.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public within the meaning of Section 58A, 58AA or any other relevant provisions of the Acts and Rules framed there under.

vii. The company does not have a formal internal audit system commensurate with its size and nature of the business but its financial and other checks ensure proper recording of financial transactions.

viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company. Accordingly the provisions of clause 4(viii) of paragraphs 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

ix. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, wealth tax, sales tax, service tax, customs duty, excise duty, and other material statutory dues. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were 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 explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, excise duty, customs duty and cess were in arrears, wherever applicable as at March 31,2014.

x. The company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause (xii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and hence the provisions of clause (xiii) of paragraph 4 the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company has maintained proper records of the transactions and contracts of the investments dealt in by the company and timely entries have been made therein. All shares have been held by the company in its own name, except the matters described in the Note 35 of the Notes forming part of financial statements.

xv. In our opinion and according to information and explanations given to us, the company has not given any guarantees for the loan taken by others from bank or financial institutions. Hence the provision of clause (xv) of paragraph 4 of the companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xvi. In our opinion, the terms loans raised during the year from banks and financial institution have been applied for the purpose for which they were raised.

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 no funds raised on short-term basis have been used for long-term investment.

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

xix. The company has not issued any debentures.

xx. The company has not raised any money by public issue during the year.

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

Mumbai For GMJ & Co May 30, 2014 Chartered Accountants Firm Reg. 103429w CA. P. Somani Partner Membership No.40637

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of "Eco Recycling Limited" (the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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 misstatements.

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

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

Basis of Qualified Opinion

6. We draw attention to Note 37 of the Notes forming part of financial statements regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26

"Intangible Assets" aggregating to Rs. 62,69,089/-.

Qualified Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, we further report that, the observation made in paragraph 6 above been considered, the profit/(loss) after tax for the year ended 31st March, 2013 would have been Rs. 1,36,927/- as against the reported profit of Rs. 64,06,017/-, earning per share would have been Rs. 0.01 as against the reported figure of Rs. 0.38, balance in the surplus/ (deficit) in the statement of profit and loss as at 31st March, 2013 vide Note 3 of the notes would have been Rs. (40,33,161)/- as against the reported figure of Rs. 1,48,88,677/- and balance in the other non-current assets as at 31st March, 2013 vide Note 15 of the notes would have been Rs. 26,15,339/- as against the reported figure of Rs. 88,84,428/-, the aforesaid financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

8. We draw attention to Note 35 of the Notes forming part of financial statements regarding holding of equity shares which are currently not being reflected in the company''s de-mat account due to a dispute with "Keynote Capital Limited", and hence company has not accounted the loss of Rs. 4,45,27,907/- which is considered as fully recoverable by the management. The Company has assessed the recoverability of these claims based on legal advice. Considering the contractual tenability and legal advice from Company''s counsel in the matter, the management is confident of recovery of the same. In view of significant uncertainty, the amount of loss for eventual non-recovery of claim made by the company, if any is presently not ascertainable. Our opinion is not qualified in respect of this matter

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) Except for the matter described in the "Basis of Qualified Opinion" paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

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

i. In respect of its fixed assets :

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

(b) All the fixed assets have been physically verified by the company during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any Fixed Assets during the financial year and hence the provisions of clause i (c) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

ii. In respect of its inventory :

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The company has granted unsecured loans to two party''s amounting to Rs. 55,90,000/- (Maximum balance outstanding Rs. 86,00,000/-) during the year covered in the register maintained under Section 301 of the Companies Act 1956. The year end balance outstanding are Rs. 75,00,000/-.

(b) I n o u r op i n i o n a n d according to the information and explanations given to us, the rate of interest and other terms and conditions of unsecured loans granted by the company to the parties (referred to in (a) above) are prima facie not prejudicial to the interest of the company.

(c) In respect of the loan granted by the company (referred to in (a) above) there are no stipulations as regards receipt of loan amount.

(d) In respect of the above said loans and interest thereon granted by the company (referred to in (a) above), there are no overdue amounts.

(e) The company has taken an interest free unsecured loan from a party''s amounting to Rs. 9,549/-(Maximum balance outstanding Rs. 1,50,000/-) during the year covered in the register maintained under Section 301 of the Companies Act 1956. The year end balance outstanding is Nil.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of unsecured loan taken by the company from the party (referred to in (e) above) are not prima facie prejudicial to the interest of the company.

g) In respect of the loan taken by the company (referred to in (e) above) the principal and the interest were not due for repayment in the current year.

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 for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. (a) According to the information and explanation given to us, the transaction that needs to be entered into the register maintained under 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 have been made at prices which are reasonable having regard to the prevailing market price at the relevant time has referred to in Section 301 of the Act.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public within the meaning of Section 58A, 58AA or any other relevant provisions of the Acts and Rules framed there under.

vii. The company does not have a formal internal audit system commensurate with its size and nature of the business but its financial and other checks ensure proper recording of financial transactions.

viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company. Accordingly the provisions of clause 4(viii) of paragraphs 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

ix. a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, wealth tax, sales tax, service tax, customs duty, excise duty, and other material statutory dues. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, excise duty, customs duty and cess were in arrears, as at 31st March 2013.

x. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause (xii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and hence the provisions of clause (xiii) of paragraph 4 the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company has maintained proper records of the transactions & contracts of the investments dealt in by the company & timely entries have been made therein. All shares, debentures & other investments have been held by the company in its own name, except the matters described in the Note 35 of the Notes forming part of financial statements.

xv. In our opinion and according to information and explanations given to us, the company has not given any guarantees for the loan taken by others from bank or financial institutions. Hence the provision of clause (xv) of paragraph 4 of the companies

(Auditor''s Report) Order, 2003 are not applicable to the company.

xvi. In our opinion, the terms loans raised during the year from banks and financial institution have been applied for the purpose for which they were raised.

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 no funds raised on short-term basis have been used for long-term investment.

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

xix. The company has not issued any debenture during the year.

xx. The company has not raised any money by public issue during the year.

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

Mumbai For GMJ & Co

May 30, 2013 Chartered Accountants

Firm Reg. 103429w

CA P. Somani

Partner

Membership No. 40637

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ECO RECYCLING LIMITED as at 31st March, 2012, the Statement of Profit and Loss and also the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (the 'Order'), issued by the Central Government of India in terms sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Without qualifying our opinion we draw attention to Note no. 31 of the financial statements. The company has paid remuneration to the Executive Director of the company Mrs. Aruna Soni for which no permission has been taken by the company from members.

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

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

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

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

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

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the said directors is disqualified as on 31st March, 2012 from being appointed as directors of the company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

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

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

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

b) All the fixed assets have been physically verified by the company during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

c) The company has not disposed off any Fixed Assets during the financial year and hence the provisions of clause i (c) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

ii. a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956. Accordingly, the provisions of clause 4(iii) (a), (b), (c), (d) of the Companies (Auditor's Report) Order 2003, (as amended) are not applicable to the Company and hence not commented upon.

b) The company has taken an unsecured loan from one company & three parties amounting to Rs.12,28,893/-(Maximum balance outstanding Rs.12,28,893/-) during the year covered in the register maintained under Section 301 of the Companies Act 1956. The year end balance outstanding Nil.

c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of secured loans taken by the company from the party (referred to in (b) above) are not prima facie prejudicial to the interest of the company.

d) In respect of the loan taken by the company (referred to in (b) above) the principal and the interest were not due for repayment in the current year.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. a) According to the information and explanation given to us, the transaction that needs to be entered into the register maintained under 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 have been made at prices which are reasonable having regard to the prevailing market price at the relevant time has referred to in Section 301 of the Act.

vi. In our opinion & according to the information & explanations given to us, the company has not accepted any deposits from public within the meaning of Section 58A, 58AA or any other relevant provisions of the Acts & Rules framed there under.

vii. The company does not have a formal internal audit system commensurate with its size & nature of the business but its financial & other check ensure proper recording of financial transactions.

viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company. Accordingly the provisions of clause 4(viii) of paragraphs 4 of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

ix. a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, wealth tax, sales tax, service tax, customs duty, excise duty, and other material statutory dues. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, excise duty, customs duty and cess were in arrears, as at 31st March 2012.

x. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the provisions of clause (xii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and hence the provisions of clause (xiii) of paragraph 4 the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company has maintained proper records of the transactions & contracts of the investments dealt in by the company & timely entries have been made therein. All shares, debentures & other investments have been held by the company in its own name.

xv. In our opinion and according to information and explanations given to us, the company has not given any guarantees for the loan taken by others from bank or financial institutions. Hence the provision of clause (xv) of paragraph 4 of the companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvi. In our opinion, the terms loans have been applied for the purpose for which they were raised.

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 no funds raised on short-term basis have been used for long-term investment.

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

xix. The company has not issued any debenture during the year.

xx. The company has not raised any money by public issue during the year.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period.

Mumbai For GMJ & Co

May 30, 2012 Chartered Accountants

Firm Reg. 103429w

CA P. Somani

Partner

Membership No. 40637

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Eco Recycling Limited, as at 31stMarch, 2011 andProft & Loss Account and the Cash Flow Statements of the Company for the year ended on that dateannexed 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 whetherthe 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 areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub – section (4A) of Section 227 of Companies Act, 1956, weenclose in the annexure, a statement on the matters specifiedin paragraphs 4 & 5 of the said Order

4. Further to our comments in the annexure referred to above we report that:

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

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

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

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

v) On the basis of written representations received from the Directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is 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.

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

a) In case of the Balance Sheet, of the state of affairs of the Company, as on 31st March, 2011 and

b) In case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

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

Annexure Referred to in paragraph 3 to the Auditors' Report

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of the Fixed Assets.

b) The fixed assets have been physically verified by the management during the year as per phased program of verification. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of the assets no material discrepancies were noticed on such verification.

c) During the year the company has not disposed off a major part of fixed assets which has affected the going concern status of the company.

ii. a) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us the company ismaintainingproper records of inventory. No material discrepancies were noticed on physical verification between physical stock and book records.

iii a) The Company has not granted any advances in the nature of loan to companies in which director's are interested as listed in register maintained under section 301 of the Companies Act, 1956. Hence the clauses (b), (c) and (d) are not applicable.

b) The Company has taken advances in the nature of loan from a director and a company in which director's are interested as listed in register maintained under section 301 of the Companies Act, 1956. The closing balance is nil and maximum outstanding during the year is Rs. 14,00,000/-.

c) The loans were taken for short period and repaid. There was no stipulation of interest payment and the taking of loans, prima facie was not prejudicial to the interest of the company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weaknesses in internal control system.

v. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public during the year & consequently the provisions of Section58A, 58AA or any other relevant provisions of the Companies Act, 1956 & the rules framed there under are not applicable.

vii. The Company does not have a formal internal audit system commensurate with its size & nature of the business but its financial & other check ensure proper recording of financial transactions.

viii. According to the information and explanation given to us the maintenance of Cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for any of the activities of the Company.

ix. According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cessand other material statutory dues applicable to it and there is no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and cess as on 31st March, 2011 which have remained outstanding for a period of more than six months from the date they became payable.

x. The Company has no accumulated losses at the end of the fnancial year and it has not incurred any cash losses in the current fnancial year or in the immediately preceding financial year.

xi. According to the information and explanations provided to us the company has not defaulted in the repayment of any dues to any fnancial institution or bank

xii. In our opinion and according to the information and explanations provided to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations provided to us the nature of activities of the company does not attract special statute applicable to Chit Fund and Niddhi /Mutual Benefit Fund / Society.

xiv. In our opinion, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the company and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

xv. In our opinion and according to the information and explanations provided to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. On the basis of records examined by us the company has prima-facie applied the term loans for which they were obtained

xvii. In our opinion and according to the information and explanations provided to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

xviii.The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the act.

xix. The company has not issued any debenture during the year.

xx. The company has not raised any money through public issue during the year.

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

Mumbai

30th May, 2011 FOR VEDULA VIJAY &RAMANATHAN

Chartered Accountants

S. Vedula

Partner

Membership No. 38150

Firm Reg. 106742w

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Mar 31, 2010

1. We have audited the attached Post-Merger Balance Sheet of M/s. Infotrek Syscom Limited, as at 31st March, 2010 and Profit & Loss Account and the Cash Flow Statements 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 amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub - section (4A) of Section 227 of Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4 Further to our comments in the annexure referred to above we report that:

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

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

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

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

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

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

a) In case of the Balance Sheet, of the state of affairs of the Company, as on 31st March, 2010 and

b) In case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

Annexure Referred to in paragraph 3 to the Auditors Report

1. A) The Company has maintained proper records showing full particulars including quantitative details and situation of the Fixed Assets.

B) The fixed assets have been physically verified by the Management during the year as per phased programme of verification. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of the assets no material discrepancies were noticed on such verification.

C) During the year the company has not disposed off a major part of fixed assets which has affected the going concern status of the company.

2. A) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, frequency of the verification is reasonable.

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

C) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification between physical stock and book records.

3. A) The Company has not granted or taken any advances in the nature of loan to companies in which directors are interested as listed in register maintained under section 301 of the Companies Act, 1956. Hence the clauses (B), (C) and (D) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weaknesses in internal control system.

5. A) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

B) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year & consequently the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 & the rules framed there under are not applicable.

7. The Company does not have a formal internal audit system commensurate with its size & nature of the business but its financial & other check ensure proper recording of financial transaction.

8. According to the information and explanation given to us the maintenance of Cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for any of the activities of the Company.

9. A) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it and there is no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and cess as on 31st March, 2010 which have remained outstanding 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 dues of sales tax, income tax, customs duty, wealtt tax, service tax, excise duty and cess which have not been deposited on account of any dispute except Rs.1, 281,837 foi the A Y 1998-99 for which the Tribunal has referred back the matter to CIT Appeals.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

11. According to the information and explanations provided to us the company has not defaulted in the repayment of any dues to any financial institution or bank

12. In our opinion and according to the information and explanations provided to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations provided to us the nature of activities of the company does not attract special statute applicable to Chit Fund and Niddhi /Mutual Benefit Fund / Society.

14. In our opinion, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the company and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15. In our opinion and according to the information and explanations provided to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. On the basis of records examined by us the company has prima-facie applied the term loans for which they were obtained

17. In our opinion and according to the information and explanations provided to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the act.

19. The company has not issued any debenture during the year.

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

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

Mumbai FOR VEDULA VIJAY AND RAMANATHAN

02.12.2010 Chartered Accountants

CA S. Vedula

Partner

Membership No. 38150

Firm Regd: 106742w