Auditor Report of Gravity (India) Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Gravity (India) Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss,
statement of changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes
to the financial statements, including a summary of the 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, except
for the effects of the matter described in Basis for Qualified Opinion section of our report, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
and other accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024, the profit, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note No.5 to financial Statement which state about marking down of inventory of
traded fabrics which is non-moving/ slow moving by Rs.161.80 lakhs i.e. by 50% No sale from this
inventory has been done since last 1 year and till the date of Audit hence we have not been able to get the
appropriate audit evidence with respect to realisable value of non-moving/slow moving traded fabrics
and accordingly we are unable to opine on carrying value of traded fabrics having carrying value of
Rs.161.83 Lakhs

We draw attention to note no. 1.1.f to the financial statement regarding accounting of retirement benefit
in the form of Gratuity on Cash Basis, which is not in consonance with the requirement of Ind AS 19 i.e.
“Employee Benefit”, which requires defined benefit obligation to be recognised based on actuarial
valuation basis. In absence of valuation, we are unable to quantify the impact of above on the net profit
for the year and liabilities as on reporting date.

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 Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the
Standalone Financial Statements section of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the Standalone Financial Statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying Standalone Financial Statements.

Key audit matters	How our audit addressed the key audit matter
Exposure in relation to Litigation in High Court for Loan from Madhavpura Merchant Co-op Bank Ltd
At 31 March, 2024 the value of dispute amount disclosed as Current Financial liabilities of Rs.155.46 and as Contingent Liability of Rs.365.22 Lakhs. This matter has been identified as a key audit matter as same was not disclosed in pervious financials. As the amount demanded by Liquidator of Madhavpura Merchant Co-op Bank Ltd is Rs.1144.76 Lakhs and company had paid Rs.624.08 Lakhs over the period of time and company has recognised Rs.155.46 Lakhs as Current Financial Liability in Financials. Remaining balance amount of Rs.365.22 Lakhs is disclosed as Contingent liability.	Our audit procedures included the following: • Obtained Arbitration Award which was in favour of Company, and Commercial Arbitration Petition which had been decided against the company and Appeal filed against the Arbitration Petition which has been admitted in the Bombay High Court. • Performed walkthrough and test of controls of the management''s risk assessment process for legal matters. • Inspected the relevant disclosures made within the financial statements to validate they appropriately reflect the facts and circumstances of the legal dispute and exposures and are in accordance with the requirements of accounting standards.

Information other than the Financial Statements and Auditors report thereon

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

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

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

The Director''s Report is not made available to us at the date of this auditor''s report and hence we have
nothing to report in this regard.

Responsibilities of Management for the Standalone 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, changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of The Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act

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

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

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

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

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

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

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

• Obtain an understanding of internal 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 management.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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 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 Accounting standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as
described in the Basis for Qualified Opinion paragraph.

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 B”.

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

i. The Company has disclosed the impact of pending litigations on its financial statements. Refer Note 27 of
Financials statement.

ii. According to the information given to us, the company has not entered into any long-term contracts
including derivative contracts.

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

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

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

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

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

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

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub clause
(iv) (a) and (iv) (b) contain any misstatement.

v. According to information and explanation given to us, the Company has not declared any dividend in
terms of provision of section 123 of Companies Act, 2013.

(C) With respect to the matter to be included in the Auditor''s Report under Section 197 (16) of the
Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by
the Company to its directors during the current year is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of
the Act which are required to be commented upon by us.

vi. As Stated in Note No 29 to the accompanying standalone financial Statement and based on our
examination which include test check, except for instance mentioned below the company in respect of
financial year commencing on 1st April 2023, has used accounting software for maintaining books of
accounts which has features of Audit trail facility and same have been operated throughout the year for
all the relevant transactions recorded in the software.

Exception note: The company is using Turkia software for maintenance of stock records with respect to
manufacturing activities which does not have feature recording of audit trail.

For A. R. SODHA & Co.

Chartered Accountants
FRN 110324W

Dipesh Sangoi

Partner

M. No 124295

Place: Mumbai

Date: 29^th May, 2024

UDIN: 24124295BKDAFC1012

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act ,2013 .This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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 Profit and Loss Account, of the Profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Gravity (India) Limited ("the Company) on the accounts of the company for the year ended 31st March, 2014.

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

1. (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 at reasonable intervals; no material discrepancies were noticed on such Verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical Verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Wealth Tax, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, sales tax, and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Accordingly, clause 4(xv) of the order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For : J C KABRA & ASSOCITATES Chartered Accountants Firm Registration No :115749W

(CA. J.D.Kabra) Place: Mumbai Partner Date: 30th May, 2014 Mem. No. 038525

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Mar 31, 2012

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

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

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to annexure referred in Paragraph 3 above, in clauses and in notes to the accounts , Note No. "23". In the absence of the information with the company, the quantum of the same could not be determined;

e. On the basis of the written representations received from the directors as on 31 March 2012, and taken on record by the board of directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of

sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to the Auditor's Report

Referred to in paragraph 3 of the Auditor's Report of even date to the members of Gravity (India) Limited on the financial statements as of and for the year ended 31 March 2012

1) a) The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets

b) The fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed. The fixed assets register is in the process of updation.

c) The company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

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

verified by management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, 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) The company is maintaining proper records of inventory, the registers being in process of updation. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a) The Company has granted unsecured loans to companies, firm or other parties listed in the register maintained under section 301 of the Act.

b) The rate of interest and other terms and conditions of such loans were prima facie not prejudicial to the interests of the Company.

c) In respect of the aforesaid loans, the Company is regularly receiving the principal and interest thereon.

d) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, reporting requirements as per paragraphs 4(iii)(f) and (g) of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, the internal control procedures need to be strengthened to be commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and forthe sale of goods.

5) a) Tothebestofourknowledgeandbeliefandaccordingto

the information and explanations given to us, we are of the opinion that the particulars of the contracts and arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lakh in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

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

7) The company has no internal audit system.

8) The Company, is not required to maintain accounts and records prescribed by the central government under section 209(1 )(d) of the Companies Act, 1956.

9) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues applicable to it (Except those mentioned in Note 9 in notes No.23) with the appropriate authorities. There were no arrears as at 31 March, 2012 for a period of more than six months from the date they became payable.

10) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the reporting financial year and the immediately preceding financial year.

11) According to the information and explanations given to us, (except Note 6 of Notes No.23) the company has not defaulted in repayment of any dues to a financial institution or bank. However the Company has not provided any interest in the books of accounts on the secured loan availed from The Madhavpura Mercantile Co-operative Bank Ltd. In absence of the information, the quantum of the same cannot be determined. The company has at no time issued any debentures.

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

13) The company is not a chit fund or a Nidhi mutual benefit fund/society. Therefore the requirement of clause 4(xiii) of the order is not applicable to the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xv) of the order is not applicable to the Company.

15) The Company, according to the information and explanations given to us, has not given any guarantee for loans taken by others from banks or financial institutions.

16) As per information and explanations given to us, the Company has not obtained any term loan during the year.

17) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short-term assets.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) According to the information and explanations given to us, the Company has not issued any secured debentures. Hence, clause 4(xix) of the order is not applicable to the company.

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

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



For J C KABRA & ASSOCIATES

Chartered Accountants

Firm registration No 115749W

(CA.J.D. Kabra)

Place: Mumbai Partner

Date : 5,hSeptember, 2012 Membership No. 38525

---

Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the companies (Auditor's Report) (amended (order, 2004 ("Together the order" ((hereinafter referred to as the CARO 2003) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. except Accounting standard 9,13,15 & 16 as referred to in notes no. 3,4,5,6 in notes to accounts of schedule "19" in the absence of the information with the company, the quantum of the same could not be determined

v) Based on the representation made, the directors of the Company do not prima facie have any disqualification as on 31st March, 2011 from being appointed as a director as referred to in section 274(1)(g) of the companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes on Accounts in Schedule 19 and 20 those appearing elsewhere in the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011,

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2011 OF GRAVITY (INDIA) LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year, there was no disposed of substantial part of fixed assets and hence the going concern of the Company is not effected,

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a)The company has granted loans & advances unsecured, to companies, firm or other parties listed in the register maintained under section 301 of the Act.

(b)The rate of interest and other terms and conditions of the loans/advances were prima facie not prejudicial to the interest of the Company.

(c)The payment of principal amount are as stipulated has been changed on some of the loans and advances.

(d) The company has not taken any loans, therefore provision of sub clause (e)(f) and (g) of clause 4(iii) of the CARO 2003 are not applicable of the company.

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

(v) In respect of transaction covered under section 301 of the Act,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transaction that need to be entered into the register maintained undersection301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepte any deposit from the public.

(vii) The company has no internal audit system, however, as explained to us the company has an internal check system commensurate with its size and nature of its business.

(viii) The Company, in our opinion and according to the information and explanations given to us, is not required to maintain accounts and records as prescribed by the central government under section 209(1 )(d) of the Companies Act,1956.

(ix) In respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, , Income-tax, Sales tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues applicable to it (Except see Note 10 in notes to accounts of schedule : 19) There were no arrears at 31st March, 2011 for a period of more than six months from the date they became payable.

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company (Refer, notes no. 6 in notes to accounts of schedule "19") has not defaulted in repayment of any dues to a financial institution or bank, However secured loan from The Madhavpura Mercantile Co-operative Bank Ltd., as informed to us, the Company had not provided interest on aforesaid loan in the accounts. In absence of the information with the Company, the quantum of the same could not be determined. The company has at no time issued any debenture.

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

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of the (CARO 2003) are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading (except for investments purposes) in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the (CARO 2003) are not applicable to the Company. All the investments are held by the Company in its own name.

(xv) The Company, according to the information and explanations given to us, has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) On the basis of the records examined by us, and relying on the information complied by the company for co-relating the funds raised to the end use of the term loans, we have to state that, the company has, prima-facie, applied the term loan for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except long term working capital.

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

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures. Accordingly, the provisions of clause 4 (xix) of the (CARO 2003) are not applicable to the Company.

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

(xxi) According to the information and explanation given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the company during the course of our audit.

For J C KABRA & ASSOCIATES Chartered Accountants

(CA J.D. Kabra) Partner Membership No. 38525 FirmRegi.: 115749-W

Place: Mumbai Date : 18th August, 2011

---

Mar 31, 2010

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

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

3. As required by the Companies (Auditor s Report) Order, 2003, as amended by the companies (Auditor s Report) (amended) order, 2004 ("Together the order") (hereinafter referred to as the CARO 2003) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs4and5ofthesaid order.

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

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

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

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

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. except Accounting standard 9,13,15 & 16 as referred to in notes no. 3,4,5,6 in notes to accounts of schedule "20" in the absence of the information with the company, the quantum of the same could not be determined.

v) Based on the representation made, the directors of the Company do not prima facie have any disqualification as on 31st March, 2010 from being appointed as a director as referred to in section 274(1 )
vi) In our opinion and to the best of our information and according to the explanations given to us, the said

accounts read together with Significant Accounting Policies and Notes on Accounts in Schedule 19 and 20 those appearing elsewhere in the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2010,

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



ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENT FOR THE YEA ENDED31STMARCH2010OFGRAVITY(IIMDIA) LIMITED.

On the basis of such checks as we considered appropriate and accord ing to the information and explanations given to us during the course of audit, we state that.

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year, there was no disposed of substantial part of fixed assets and hence the going concern of the Company is not effected,

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii)(a)The company has granted loans & advances unsecured.to companies, firm or other parties listed in the register maintained under section 301 of the Act.

(b)The rateof interest and other terms and conditions of the loans /advances were prima facie not prejudicial to the interest of the Company.

(c)Thepayment of principal amount are as stipulated has been changed on some of the loans and advances.

(d)The company has not taken any loans, therefore provision of sub clause (e) (f) and (g) of clause 4(iii) of the CARO 2003 are not applicable of the company.

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

(v) In respect of transaction covered under section 301 of the Act,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transaction that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs. 5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices a re available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepte any deposit from the public.

(vii) The company has no internal audit system, however, as explained to us the company has an internal check system commensurate with its size and nature of its business.

(viii) The Company, in our opinion and according to the information and explanations given to us is not required to maintain accounts and records as prescribed by the central government under section 209(1 )(d)oftheCompaniesAct.1956.

(ix) In respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, , Income-tax, Sales tax, Custom Duty Excise Duty, Cess and other material Statutory Dues applicable to it (Except see Note 10 in notes to accounts of schedule : 20) There were no arrears at 31st March, 2010 for a period of more than six months from the date they became payable.

(x) The Company has neither accumulated losses at the end of the financial year nor has it incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company (Refer, notes no. 6 in notes to accounts of schedule 20") has not defaulted in repayment of any dues to a financial institution or bank, However secured loan from The Madhavpura

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

(xiii) The company is not a chit fund or a Nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of the (CARO 2003) are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading (except for investments purposes) in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the (CARO 2003) are not applicable to the Company. All the investments are held by the Company in its own name.

(xv) The Company, according to the information and explanations given to us, has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) On the basis of the records examined by us, and relying on the information complied by the company for co relating the funds raised to the end use of the term loans, we have to state that, the company has, prima - facie. applied the term loan for the purpose for which (hey were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except long term working capital.

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

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures. Accordingly, the provisions of clause4 (xix) of the (CAR02003) are not applicable to the Company.

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

(xxi) According to the information and explanation given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the company during the course of our audit.



For J CKABRA& ASSOCIATES

Chartered Accountants

(J. D. Kabra)

Place : Mumbai Partner

Date : 18th August, 2010 Membership No. 38525

Firm Regi.: 115749-W