Auditor Report of Emmbi Industries Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Emmbi Industries Limited ("the Company"), which
comprise the Standalone Balance Sheet as at March 31. 2025, the Standalone Statement of Profit and Loss [including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Rows for the
year ended on that date, and notes to the standalone financial statements, including a summary of the significant accounting
policies and other explanatory information {hereinafter referred to as the standalone financial statements").

In our opinion and to the best of our information and according ?d the explanations given to us. the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 i"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 llndian Accounting Standards) Rules, 2015, as amended, find AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2C25. the profit and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified
under section 1/43(10) of the Act ISAs). Our responsibilities under those Standards are further described in the Auditors
Responsibilities for the Audit of the Standalone Financial Statements'' section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under
the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone 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 financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion there on, and we do not provide a separate opinion on
these matters.

We have determined the following matters to be the key audit matter to be communicated in our Report

Key Audit Matter

Auditor''s Response

Revenue Recognition -The Company recognises revenue from sale of products when performance obligations are fulfilled at the time of dispatch. -We identified the Company''s assessment of the timing of fulfilment of its performance obligation towards the customers at point of time of dispatch to goods as a key audit matter since application of revenue recognition accounting standard (IND AS 115. Revenue from Contracts with customers) is complex and involves a number of key judgements and estimates in mainly identifying performance obbgations and related transaction price. -(See Note 3.4 & Note 26 to the standalone financial statements)

-In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient approonate audit evidence: -We obtained an understanding of the revenue recognition processes, systems and controls implemented by the Company for recording revenue and tested the Company''s controls around the timely and accurate recording of sales transactions; -On selected specific samples of contracts, we tested that the revenue recognised is in accordance with the revenue recognition accounting standard including - Evaluated the identification of performance obligations and the ascribed transaction price; and -Verified the underlying sales contracts and other related documents that evidence the dispatch and shipment of goods to the customers.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S

The Company''s Management and Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Company''s Annual Report Board Report including annexurcs to the
Board report but does not include the Standalone Financial Statement and our auditors’ report thereon.

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

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

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

MANAGEMENTS RESPONSIBILITY FOR THE STANDALONE FINANCIAL

The Company''s Management and Board of Directors are responsible tor the matters stated in Section 134I5) of the Act with
respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position,
financial performance including total comprehensive income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind ASI specified
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015, as amended and other
accounting principles generally accepted in India..

This responsibility also includes maintenance of adequate accounting records >n 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 financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors'' 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 aggregate, they could reason
ably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to
fraud or error, design and perform audit procedures responsive to these 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 controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)!'') of the Act, we are also responsible for expressing our opinion on
whethe the Company has adequate internal financial controls system with reference to the Standalone F inancial
Statements in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management and the Board of Directors

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

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent the underlying transactions and events in a manner

that achieves fair presentation.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding indepenoence. 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 mattes communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

t. 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 ooinion, proper books of account as required by lav/ have been kept by the Company so far as it appears from
our examination of those books.

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income.
Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in
agreement with the relevant books of account.

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

e. On the basis of the written representations received from the directors as on March 31,2025 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 t''ne 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 Reoort in "ANNEXURE A" Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Company''s internal f inancial 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 I97h6i 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.

The Ministry of Corporate affairs has not prescribed other details under section 197(161 which are required to be
commented upon by us.

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

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

ii. The Company doesn''t have any long term contracts including derivative contracts requiring provision for 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 bel.ef. no funds have been advanced

or loaned or invested leither from borrowed funds or share prem-um or any other sources or kind of funds) by
the Company to or in any other personlsl 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 otherpersons or entities identified in any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries”! or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

b) The Management has represented, that, to tne best of its knowledge and belief, no funds haw been received
by the company from any person(s) orentityiics), including foreign entities (“Funding Parties'' ), with the

C Funding Parties''). with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ('' Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that we have 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-sl3tement.

v. The dividend declared or paid dunng die year by the Company is in compliance with Section 123 of the Act.

vi. Based on our examination, which includes test checks, the company has used such accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been
operated throughout the year for all transactions recorded in the software and the audit trail feature has nol been
tampered ''with and the audit trail has been preserved by the company as per the statutory requirements

for record retention.

2. As required by the Companies (Auditor s Reportl Order. 2020 ("the Ol der") issued by the Central Government in terms
of Section U3(11| of the Act. we give ir ''ANNEXURE B” a statement on the matters specified in paragraphs 3 and 4 of
the Order.

For R DALIYA & ASSOCIATES

Chartered Accountants
[ICAI FRN 102060V/)

RS. Daliya
Partner
(M. No. 043703)

Place: Mumbai

Date: 24* May. 2025 UDIN: 250437O3BM0HZW1822

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Mar 31, 2024

EMMBI INDUSTRIES LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Emmbi Industries Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter referred to as "the financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

We have determined the following matter to be the key audit matter to be communicated in our Report.
Key Audit Matter	Auditor''s Response
Revenue Recognition
-The Company recognises revenue from sale	In view of the significance of the matter we applied the following audit procedures
of products when performance obligations are	in this area, among others to obtain sufficient appropriate audit evidence:
fulfilled at the time of dispatch.	- We obtained an understanding of the revenue recognition processes, systems
We identified the Company''s assessment of the	and controls implemented by the Company for recording revenue. and tested the
timing of fulfilment of its performance obligation	Company''s controls around the timely and accurate recording of sales transactions;
towards the customers at point of time of dispatch to goods as a key audit matter since application of revenue recognition accounting standard (Ind AS	- On selected specific samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including
115, Revenue from Contracts with customers) is	- Evaluated the identification of performance obligations and the ascribed
complex and involves a number of key judgments	transaction price; and
and estimates in mainly identifying performance obligations and related transaction price.	- Verified the underlying sales contracts and other related documents that evidence the dispatch and shipment of goods to the customers.
(See Note 3.4 & Note 26 to the standalone financial statements)

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

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

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

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

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 Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including, total 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, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are 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 SA''s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

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

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of

the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the management and Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as

a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We communicate with those charged with governance 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.

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

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

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

f) With respect to the adequacy of the internal financial controls 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:

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. The Ministry of Corporate affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

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

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

ii. The Company doesn''t have any long term contracts including derivative contracts requiring provision for 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.

Place: Mumbai Date: 14.05.2024

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 person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

c. Based on such audit procedures that we have 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 dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

vi. Based on our examination, which includes test checks, the company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

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 3and 4 of the Order.

For R DALIYA & ASSOCIATES

Chartered Accountants (ICAI FRN: 102060W)

R S. Daliya

Partner (M No. 043703) UDIN: 24043703BKAYNM8157

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of EMMBI INDUSTRIES LIMITED, (“the Company”) which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information(hereafter referred to as Ind AS Financial statements”)

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of Companies Act, 2013 (“the Act”) with respect to the preparation of these 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 Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these 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 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 Ind AS financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the 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 and presentation of the 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 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 Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of 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 entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

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

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

Other Matter

Corresponding figures for the year ended 31st March, 2017 have been audited by another auditor who expressed unmodified opinion dated 20th May, 2017 on the financial statements of the company for the year ended 31st March, 2017.

Our opinion on the Ind AS financial statements is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditors’ 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.

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) 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the Books of Account.

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

e) During the period under audit, Mr. Sanjay Rathi (Din: 00022432), Non-executive Independent director became disqualified under section 164(2) of the Companies Act, 2013 and has stepped down from the post of Directorship of the company w.e.f. 9th October 2017.

f) With respect to the adequacy of the Internal Financial Controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”

g) 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 explanation given to us;

i. The Company has disclosed its pending litigations in its Ind AS financial statements as referred to in Note 28 to the Ind AS financial statements.

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 has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure A to the Independent Auditors’ Report

(Referred to in Paragraph 1 of the Report on Other Legal and Regulatory Requirements’ in our report of even date)

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

(b) As explained to us, fixed assets have been physically verified by the management during the year at regular intervals 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 Immovable Properties, as disclosed in Note 5 on Fixed Assets to the Ind AS financial statements, are held in the name of the Company.

In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the Ind AS financial statements, the lease agreements are in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals. No material discrepancies were noticed on physical verification.

(iii) As informed to us, during the year the Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 189 of the Act. The company has granted loan to Limited Liability Partnership, the terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest. Details of the same have been mentioned in Note 40 of the Ind AS Financial statements.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees and securities given.

(v) The company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Companies Act, 2013, any other relevant provisions of the Act and the rules framed there under to the extent notified.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to the records, information and explanation provided to us, the company is regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Value Added Tax, Service Tax, Goods and Service Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and as per our verification of records of the company, the disputed amounts of Income Tax which are not deposited with appropriate authorities as at 31st March, 2018 are as follows:

Amount is due under Income Tax Act, 1961 as Income Tax amounting Rs. 3,90,05,030/-for the period 01.04.2010 to 31.03.2011 which is reduced by ITAT to Rs. 58,50,760/-.

Appeal with H’ble Bombay High Court will be preferred for the remaining part. Amount is due under Income Tax Act, 1961 as Income Tax Penalty amounting Rs. 39,47,758/-for the A.Y.: 2011-2012 which is pending with CIT Appeal.

(viii) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues or borrowings to any financial institution or bank or Government or dues to Debenture holders as at the balance sheet date.

(ix) The company has not raised any money by way of initial public offer, further public offer (including debt instruments), money raised by term loans have been applied by the company during the year for the purpose for which those are raised.

(x) To the best of our knowledge and accordingly to the information and explanations given, no material fraud by the company or on the company by its officers has been noticed or reported during the course of our audit.

(xi) The Company has paid / provided for Managerial Remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) According to the information and explanations given to us, in our opinion, the company is not a Nidhi Company as prescribed under Section 406 of the Act.

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

(xiv) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 42 of the Companies Act, 2013. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) In our opinion and according to information and explanation given to us, the Company has not entered into any Non Cash Transactions with the Directors or person connected with him, during the year. Accordingly, the provisions of Clause 3(xv) of the Order are 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Annexure - B

(Referred to in Paragraph 2(f) of the Report on Other Legal and Regulatory Requirements’ in our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. We have audited the internal financial controls over financial reporting of Emmbi Industries Ltd. (“the Company”) as of 31 March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on internal controls over financial reporting criteria established by the company considering the essential components of internal controls 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 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 (“ the Act”).

Auditor’ Responsibility

3. 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 with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under Section 143 (10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with the 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.

4. 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 risk of material misstatement of the Ind AS financial statements, whether due to fraud or error.

5. 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 control system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability if 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

7. 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 controls 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 31 March 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial reporting issued by ICAI.

For R DALIYA & ASSOCIATES

Chartered Accountants

FRN : 102060W

Place : Mumbai K. Daliya (Partner)

Date: 29th May, 2018 Membership No. 166874

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud 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.

Auditors' 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 thereunder.

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

b) 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.

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

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

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

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

i. The Company has disclosed its pending litigations in its financial statements as referred to in Note 18 (c) to the financial statements.

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 has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure to Auditor's Report

The Annexure referred to in our report to the members of Emmbi Industries Limited for the year Ended on 31st March 2015. We report that:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year at regular intervals and no material discrepancies were noticed on such verification;

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

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

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to information and explanation given to us, no major weakness has been noticed or reported.

(v) The company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Companies Act, 2013 and the rules framed there under.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to the records, information and explanation provided to us, the company is regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and as per our verification of records of the company, the disputed amounts of Income Tax which are not deposited with appropriate authorities as at 31st March 2015, are as follows:

Amount is due under Income Tax Act, 1961 as Income Tax amounting Rs 3,90,05,030/-for the period 01.04.2010 to 31.03.2011 which is reduced by CIT Appeal to Rs 58,50,760/- by order received on 26.05.2015. The Appeal to Tribunal will be preferred in due course of time.

(c ) There has not been an occasion in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund.

The question of reporting delay in transferring such sums does not arise.

(viii) The Company has neither accumulated losses as at 31st March, 2015 nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

(x) In our opinion and according to information and explanation given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution during the year.

(xi) The term loan taken by the company has been applied for the purpose for which they were raised.

(xii) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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.

For K. J. SHAH & ASSOCIATES Chartered Accountants FRN : 127308W

Place: Mumbai K. J. SHAH, Proprietor Date: 28th May, 2015 Membership No. 030784

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 15, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditors'' Report ) Order, 2003, ("the Order") as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004,''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 paragraph 4 and 5 of the Order.

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

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account.

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

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF EMMBI INDUSTRIES LIMITED (FORMERLY KNOWN AS EMMBI POLYARNS LIMITED)

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

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

(c) In our opinion and according to the information and explanation given to us substantial part of fixed assets has not been disposed by the company during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As informed to us, during the year the Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the records maintained by the Company pursuant to the Cost Accounting Rules, 2011 applicable to the Company under section 209 (1) (d) of the Companies Act, 1956 for maintenance of cost records from current year and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

(ix) (a) According to the records, information and explanation provided to us, the company is regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and as per our verification of records of the company, the disputed amounts of Income Tax which are not deposited with appropriate authorities as at March 2014, are as follows:

Amount is due under Income Tax Act, 1961 as Income Tax amounting Rs. 90,22,240/-for the period 01.04.2009 to 31.03. 2010. The Appeal is pending with Commissioner of Income Tax - Appeal.

(x) The Company has neither accumulated losses as at March 31, 2014 nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) The term loan taken by the company has been applied for the purpose for which they were raised.

(xiii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, the funds raised on short term basis have not been used for long term investments and vice-versa.

(xiv) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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.

(xv) Matters specified in clauses (iii) - (b), (c), (d), (e), (f) and (g),

(xii), (xiii), (xiv), (xv), (xviii), (xix), (xx) of paragraph 4 of the CARO, 2003 do not apply to the company.

For K. J. SHAH & ASSOCIATES Chartered Accountants FRN : 127308W

K. J. SHAH Place : Mumbai Proprietor Date: 27th May, 2014 Membership No. 030784

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Mar 31, 2012

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

We conducted our audit in accordance with generally accepted auditing standards 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 misstatements. An audit includes examining , on test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 (together the 'Order") issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956 (' the Act') and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we enclosed in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order to the extent applicable to the Company,

2. In accordance with the provision of section 227 of the Companies Act, 1956, we report as under:

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 such Books.

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

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

v) On the basis of written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that the none of the Directors are disqualified as on 31st March, 2012 from being appointed as Director under 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 explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in the accounting principles generally accepted in India : -

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

- b) In the case of the Profit and Loss Statement, of the Profit for the year ended on 31 st March, 2012.

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on 31st March, 2012.

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material! discrepancies were noticed on verification.

There was no substantial disposal of fixed assets during the year.

(ii) The management has conducted physical verification of inventory at reasonable intervals. 1 tie pjceaures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no lateral discrepancies were noticed on physical verification.

(iii) As informed to us, during the year the Company has neither granted nor taken any loans, so; used or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 cf the: Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 add the rules framed there under.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature or its business.

(viii) We have broadly reviewed the records maintained by the Company pursuant to the Cost Accounting Rules. 2011 applicable to the Company under section 209 (1) (d) of the Companies Act, 1956 for maintenance of cost records from current year and are of the opinion that prima facie the prescribed accounts and records have been made and mainl&inc-d. However, we are not required to and have not carried out any detailed examination of such records.

(ix) (a) According to the records, information and explanation provided to us, the company is regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees' State Insurance, Income Tax. Sales Tax, Wealth Tax, Custom Duly, Excise Duty, Service Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31£l March, 2012 for a period of more than six months from the date they became pays Die.

(b) According to the records of the company, there are no dues of Sales Tax, Custom duty, Wealth Tax, Excise duty, Service Tax. Cess and other statutory dues which has not been deposited on account of any dispute.

(x) The Company has neither accumulated losses as at March 31, 2012 nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit/Nidhi/Mutual Benefit Fund/Society and Clause (xiii) of the Order is not applicable.

(xiv) In our opinion, and according to the information and explanation given to us, there is no dealing or trading in shares, securities, debentures and other investments.

(xv) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

(xvii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have bee raised on short term basis.

(xviii) During the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) The Company and not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

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

For and on behalf of

K. J. Shah & Associates

Chartered Accountants

FRN 127308W

(Kirti J. Shah)

Place Mumbai Proprietor

Date : 29.05.2012 Membership No. 030784

---

Mar 31, 2010

1 We have audited the attached Balance Sheet of EMMBI POLYARNS LIMITED, MUMBAI as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statement 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 generally accepted auditing standards 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies ( Auditors Report ) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order") issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956 ( the Act) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order to the extent applicable to the Company.

4 In accordance with the provision of section 227 of the Companies Act, 1956, we report as under:

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 such Books.

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

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C) 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 the none of the Directors are disqualified as on 31st March, 2010 from being appointed as Director under 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 explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in the accounting principles generally accepted in India : -

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

b) In the case of the Profit and Loss Account, of the Profit for the year ended on 31st March, 2010.

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on 31st March, 2010.

Annexure to the Auditors Report of even date to the members of M/s Emmbi Polyarns Limited.

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification.

There was no substantial disposal of fixed assets during the year.

(ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As informed to us, during the year the Company has neither granted nor taken any loans, secured or unsecured to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records under section 209 (1) (d) of the Act have not been prescribed by the Central Government.

(ix) (a) According to the records, information and explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the records of the company, there are no dues of Sales Tax, Custom duty, Wealth Tax, Excise duty, Service Tax, Cess and other statutory dues which has not been deposited on account of any dispute.

(x) The Company has neither accumulated losses as at March 31, 2010 nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit/Nidhi/Mutual Benefit Fund/Society and Clause (xiii) of the Order is not applicable.

(xiv) In our opinion, and according to the information and explanation given to us, there is no dealing or trading in shares, securities, debentures and other investments.

(xv) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

(xvii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have been raised on short term basis.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has raised money by public issues during the year aggregating to Rs. 38,95,96,500/-

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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.

For and on behalf of K. J. SHAH & ASSOCIATES

Chartered Accountants

FRN: 127308W

Sd/-

K. J. SHAH

Place : Mumbai Proprietor

Dated : 31.05.2010 Membership No. 030784

---

Mar 31, 2009

We have audited the attached Balance Sheet of Messrs. EMMBI POLYARNS LIMITED, MUMBAIas at 31st March, 2009 and also the relative Profit and Loss Account for the year ended on that datea n n ex ed thereto. These financial statement are the responsibility of the Companys management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provision of section 227 of the Companies Act, 1956, we report as under:

1. 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.

2. 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 such Books.

3. The said Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C)of the Companies Act, 1956.

5. On the basis of written representations received from the Directors as on March 31, 2009 and taken on record by the Board of Directors, we report that the none of the Directors are disqualified as on 31st March, 2009 from being appointed as Director under clause (g) of sub-section (1) of Section 274 of the Companies act, 1956.

6. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in 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, 2009.

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

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

Annexure to the Auditors Report of even date to the members of M/s Emmbi Polyarns Limited.

i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Fixed assets have been physically verfied by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verfication. There was no substantial disposal of fixed assets during the year.

ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verfication of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) As informed to us, during the year the Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanation given to us, there in an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods, During the course of our audit no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

vi) The company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

viii) Maintenance of cost records under section 209 (1) (d) of the Act have not been prescribed by the Central Government.

ix) a)According to the records, incormation and explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it and no undisputed amount payable were outstnding as at 31 st March, 2009 for a period of more than six months from the date they became payable.

b)According to the records of the company, there are no dues of Sales Tax, Custom Tax/Wealth Tax, Excise duty / Cess which has not been deposited on account of any dispute. Dues for Income tax demand for penalty for A. Y. 2001-02 Rs. 10,52,242/-for which tribunal appeal is preferred has not been paid.

x) The Company has neither accumulated losses as at March 31,2009 nor is has incurred any cash losses during the financial year ended on that and the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit / Nidhi / Mutual Benefit Fund / Society and Clause (xiii) of the Order is not applicable.

xiv) In our opinion, and according to the information and explanation given to us, there is no dealing or trading in shares, securities, debentures and other investments.

xv) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

xvii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have been raised on short term basis.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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 cash by the management.

For and on behalf of

K.J. Shah & Associates Chartered Accountants

Sd-

Place : Mumbai (Kirti J. Shah) Proprietor Date : 20-07-2009 Membership No. 030784

---

Mar 31, 2008

We have audited the attached Balance Sheet of Messrs. EMMBI POLYARNS LIMITED, MUMBAI as at 31st March, 2008 and also the relative Profit and Loss Account for the year ended on that date annexed thereto. These financial statement are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with generally accepted auditing standards 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordant with the provision of section 227 of the Companies Act, 1956, we report as under:

1. We have obtained all the information and explanations which to the best of our knowledge and belief were rtecessary for the purpose of our Audit

2. 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 such Books.

3. The said Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. On the basis of written representations received from- the Directors as on March 31,2008 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 st March, 2008 from being appointed as Director under clause (g) of sub-section (1) of Section 274 of the Companies act 1956.

6. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in subject to non- provision of gratuity liability of Rs. 7,92.441/- as per note no.20(AS-15), and is 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, 2008.

b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

* Annexure to the Auditors Report of even date to the members of M/s Emmbi Polyarns Limited.

i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature if its fixed assets. No material discrepancies were noticed on verification. There was no substantial disposal of fixed assets during the year.

ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

viii) Maintenance of cost records under section 209 (1) (d) of the Act have not been prescribed by the Central Government.

ix) a) According to the records, information and explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees State Insurance, Income Tax, Sales Tx, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2008 for a period of more than six months from the date they become payable.

b) According to the records of the company, there are no dues of Sales Tax, Income Tax, Custom Tax/Wealth Tax, Excise duty/Cess which have not been deposited on account of any dispute.

x) The Company has neither accumulated losses as at March 31, 2008, nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to. any financial institution or bank.

xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit/Nidhi/Mutual Benefit Fund/Society and Clause (xiii) of the Order is not applicable.

xiv) In our opinion, and according to the information and explanation given to us, there is no dealing or trading in shares, securities, debentures and other investments.

xv) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

xvii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have been raised on short term basis.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures 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 of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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.

For and on behalf of K. J.Shah & Associates

Chartered Accountants

Sd/-

Place: MUMBAI (Kirti J. Shah) Proprietor

Date : 24.06.2008 Membership No. : 30784

---

Mar 31, 2007

We have audited the attached Balance Sheet of Messrs. EMMBI POLYARNS LIMITED, MUMBAI as at 31st March 2007 and also the relative Profit and Loss Account for the ended on that date annexed thereto. These financial statement are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provision of section 227 of the Companies Act, 1956, we report as under:

1) 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.

2) 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 such Books.

3) The said Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Account-

4) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

5) On the basis of written representations received from the Directors as on March 31,2007 and taken on record by the Board of Directors, we report that the none of the Directors are disqualified as on 31st March, 2007 from being appointed as Director under clause (g) of sub-section (1) of Section 274 of the Companies act 1956.

6) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007.

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

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

Annexure to the Auditors Report of even date to the members of M/s Emmbi Polyarns Limited.

i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature if its fixed assets. No material discrepancies were noticed on verification. There was no substantial disposal of fixed assets during the year.

ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

v) Based on the audit procedures applied by us and according ton the information and explanations provided by the management, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

viii) Maintenance of cost records under section 209 (1) (d) of the Act have not been prescribed by the Central Government.

ix) a) According to the records, information and explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees State Insurance, Income Tax, Sales TAx, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2007 for a period of more than six months from the date they become payable.

b) According to the records of the company, there are no dues of Sales Tax, Income Tax, Custom Tax/Wealth Tax, Excise duty/Cess which have not been deposited on account of any dispute.

x) The Company has neither accumulated losses as at March 31, 2007, nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit/Nidhi/Mutual Benefit Fund/Society and Clause (xiii) of the Order is not applicable.

xiv) In our opinion, and according to the information and explanation given to us, there is no dealing or trading in shares, securities, debentures and other investments.

xv) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by other from bank or financial institution.

xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

xvii) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have been raised on short term basis.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures 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 of account carried out in accordance with the generally accepted -auditing practices in India and according to the information and explanation 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.

For and on behalf of K. J.Shah & Associates Chartered Accountants

Sd/-

Place: MUMBAI (Kirti J. Shah) Proprietor

Date : 27.07.2007 Membership No. : 30784

---

Mar 31, 2006

We have audited the attached Balance Sheet of Messrs. EMMBI POL YARNS LIMITED, MUMBAI as at 31st March, 2006 and also the relative Profit and Lo3s Account for the year ended an that date annexed thereto. These financial statement are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards 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 misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provision of section 227 of the Companies Act, 1956, we report as u^der : 1 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.

2. hi our opinion^ proper Books of Accounts as required by Law, have been kept by the Company so tar as appeals from our examination of such Books.

3. The said Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by the report is in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

5. On the basis of written representations received from the Directors as on March 31, 2006 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on

31st March, 2006 from being appointed as Director under clause (g) of sub-section (1) of Section 274 of the Companies act, 1956.

6. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India : -

a) In the case of the Balance Sheet, of the state of affairs of the

Company as at 31st March, 2006. b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date. As required by the Companies ( Auditors Report ) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Annexure to the Auditors Report of even date to the members of M/e Emmbi Polyarns Limited.

(i) The Company has maintained proper records showing full particulars including

quantitative details and situation of its fixed assets. Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification. There was no substantial disposal of fixed assets during the year.

(ii) The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(v) As informed to us, the Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been noticed in the internal control. We have not observed any failure on the part of the company to correct major weakness in internal control.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transaction that need to. be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public within the meaning of sections 58 A and 58 A A of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records under section 209 (1) (d) of the Act have not been prescribed by the Central Government.

(ix) (a) According to the records, information and explanation provided to us, the company is generally regular in depositing with appropriate authorities undisputed amount of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2006 for a period of more than six months from the date they became payable.

(b) According to the records of the company, there are no dues of Sales Tax, Income Tax, Custom. Tax/Wealth Tax, Excise duty/Cess which have not been deposited on account of any dispute.

(x) The Company has neither accumulated losses as at March 31, 2006, nor it has incurred any cash losses during the financial year ended on that date and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

(xii) Based on our examination and according to the information and explanation given 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) The company is not a Chit/Nidhi/ Mutual Benefit Fund/Society and Clause (xiii) of the Order is not applicable.

(xviii) In our opinion, and according to the information and explanation given to us, there are no dealing or trading in shares, securities, debentures and other investments.

(xix) On the basis of the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The term loan taken by the company has been applied for the purpose for which they were raised.

(xxi) On the basis of our examination of the books of accounts and information and explanation given to us, in our opinion, no funds have been raised on short term basis.

(xxii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation 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.

For and on behalf of K. J. Shah & Associates Chartered Accountants.

( Kirti J. Shah ) Proprietor Membership No. :- 30784

Place :- Mumbai

Date : 14.08.2006