Auditor Report of Hindustan Appliances Ltd.

Mar 31, 2025

Independent Auditors'' Report to the Members of Hindustan Appliances Limited Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Hindustan Appliances Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

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

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs 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 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the 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 thereon, and we do not provide a separate opinion on these matters.

Other Information

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

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

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

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring 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 Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India

in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs

3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(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 Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements.

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

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

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

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

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

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

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

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

(iii) 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 (c) (i) and (c) (ii) contain any material mis-statement.

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

(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.

For A D V & ASSOCIATES Chartered Accountants FRN: 128045W

Pratik Kabra Partner M.No.: 611401

UDIN: 25611401BMHWOV9900 Place: Mumbai Date: 20th May, 2025

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Mar 31, 2024

The Members of Hindustan Appliances Limited Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Hindustan Appliances Limited (the "Company"), which comprise the balance sheet as at 31 March 2024, and statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements for the year ended March 31, 2024. 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 that there are no key audit matters to communicate in our report.

Other Information

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

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

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

Management''s and Board of Directors'' Responsibilities for the Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of financial statements 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.

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, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

a) The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its financial statements.

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

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

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

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

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

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

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

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

(ii) 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(d) (i) and (d) (ii) contain any material mis-statement.

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

f) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year except for the period from 01^st April 2023 to 4^th April 2023 for all relevant transactions recorded in the respective software. Further, where audit trail (edit log) facility was enabled and operated throughout the year for the accounting software, we did not come across any instance of the audit trail feature being tampered with.

(C) 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: The Company has not paid remuneration to its directors during the year.

For A D V & ASSOCIATES Chartered Accountants FRN: 128045W

Pratik Kabra Partner M.No.: 611401

UDIN: 24611401BKCKWV5343 Place: Mumbai Date: 30th May, 2024

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Mar 31, 2023

We have audited the standalone financial statement sof HindustanAppliances Limited (the "Company"), which comprise the standalone balance sheetis at 31 March 20223 and the standalone statement of profit and loss (including othermprehensive income), standalone statemeof changes in equity and standalone statement of cash flows for the yhan ended, and notes to the standalone financial statements, including a summary of significant accompnigies andotherexplanatoryinformation .

In our opinion and to the best of our informationand according to the explanations given to us, the aforesaid standalone financial statementsgive the informationrequiredby the Companies Acti 20B ("Act") in the manner so requiredand give a trueand fair view in conformitywith the accounting principles generally accepted in India, of the stateof affairs ofheCompany as at 31 March2023 , and its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standardson Auditing (SAs) specified under Section 43(0) of the Act. Our responsibilities under those SAs are furdhecribed in the Auditor''s Responsibilities for the Audit of the StamMoinancial Statement ssection of our report .We are independent of the Company in accordance with the Code of Ethicsssued by the Institute of Chartered Accountants of India together with the ethical requirementsirthatelevant to ouaudit of the standalone financiastatementsunder the provisions of the Actand the Rules thereunderand we have fulfilledour other ethical responsibilities^ accordance with these requirement sand the Code of Ethics .

We believe thatthe audit evidence we have obtained is sufficientmd appropriateto provide a basis for our opinion on the standalone financiattatements .

Key Audit Matters

Key audit matters are those matters that, in our professional judgarentif most significance in our audit of th&andalone financialstatement sof the currenteriod. Thesematterswere addressedin the context of our audit of the standalone financial statement sas a whole, and in forming our opinion thereonqnd we do not provide a separateopinion on thesematter s .

Other Information

The Company''s Managementnd Board of Directors are responsible tfor other information. The other informationomprises the information included in the Company''s annual report, but does not include the standalonfinancialstatement smd our auditor''sreportthereon .

Our opinion on the standalone financial statement sloes not cover the other informationand we do not express any formof assurancaconclusion thereon .

In connection with our audit of the standalone financial statementsour responsibilityis to read the other informationand, in doing so, consider whetherthe other informaticnis materiallyinconsistentwith the standalone financial statement sor our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If, based on the work we h avtformed,we conclude that thereis a material misstatementf this other information ,we are requiredto reportthat fact l We have nothingto reportin this regardl

Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements

The Company''s Managementand Board of Director sare responsible for the matter sstated in Section B4(5) of the Act with respect to thepreparationof these standalone financial statement sthat give a trueand fair view of the stateof affairsprofit/los sand other comprehensiveincome, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian AccountinStandards (Ind AS) specified undSrction BB of the Act. This respcnsibilitytlso includes maintenanceof adequate accounting recordsin accordance with the provisions of the Act for saf eguar dingof the asset sof the C ompany and f or pr event ingand detectingf r audsand

other irregularities; selection and application of appropriate accounpijlgpies; making judgments and estimates that areeasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that weperating effectivelyfor ensuringthe accuracy and completeness of the accounting records , relevantto the preparationand presentationof the standalone financialstatement thatgive a trueand fair view and are freefrommaterialmisstatementwhetherdue to fraudor error .

In pr epar ingthe standalone financial statementsthe M anagementand Boar d of Dir ector sire r esponsible for assessingthe Company''s ability to continue as a going concern, disclosing, as applicable, matter s relatedto going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate Company or to ceaseperations, or has no realistic alternatmbut to do so.

TheBoardof Dir ector ss also responsiblefor over seeingthe Company''s financialr eportingprocess ,

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

Our objectives are to obtain reasonable assuranceabout whetherthe standalone financial statement sas a whole are free from materialmisstatement whether due to fraudor error ,and to issue an auditor''s reportthat includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen it exists, M isstatementsan arisefrom fraudor errorand are consideredmaterialif, individually or in the aggregate, they could reasonably be expected to influencethe economic decisions of userstaken on the basis of thesestandalonefinancialstatements .

As part of an audit in accordance with SAs, we exerpise''essional judgment and maintain professional skepticisrtihroughoutthe audit. We also:

• Identifyand assess the risksof materialmisstatementof the standalone financial statementswhether due to fraudor error design and performaudit proceduresresponsiveto those risks ,and obtain audit evidence that is sufficientmdappropriateto provide a basis for our opinion. The riskof not detecting

a materialmisstatemenlresultingFromfraudis higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissionmisrepresentation sor the override of internabontrol ,

• Obtain an under standingf internal control relevant to the audit in order to draiigti procedures that ^appropriate in the circumstances. Under Section 43(3)(i) of the Adr,ewe also responsible for expressing oupinion on whether the company has adequate internal financial controls with reference to financial statemeptacinand the operatingeffectivenes s of such controls .

• Evaluate the appropriatenes sof accounting policies used and the reasonablenessof accounting estimatesand relatedlisclosuresmade by the Managementand Board of Director s .

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis ofccounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether material uncertaint yexists relatedto events or conditions that

may cast significantdoubt on the Company''s ability to continue as a going concern , If we conclude thata materialuncertaint exists,we are requiredto draw attentionin our auditor''sreportto the related disclosuresin the standalone financialstatement or, if such disclosuresare inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report .However, futureevents or conditions may cause the Company to cease to continueas a going concern ,

• Evaluate the overall presentation ucture and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactionsind events in mannerthatachieves fairpresentation .

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 identiflu ring omaudit.

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships andther matters that mayasonablybe thoughtto bear on our independence, and where

applicable, relatedsafeguards .

F romthe matterscommunicated with those charged with governance, we determinethose matterS;hat were of most significancein the audit of the standalone financial statement sof the currenlperiod and are therefor ehe key audit matters We describe thesemattersin our auditor''sreportunless law or regulation precludes public disclosureabout the matteror when, in extremelyrarecircumstanceswe determinethata mattershould not be communicated in our report becaus ehe adverse consequencesof doing so would reasonably be expected to outweigh tlpublic interest benefits of sunhnmunication.

Report on Other Legal and Regulatory Requirements

1. As requiredby the Companies (Auditor''sReport) Order . 2(20 ("the Order") issued by the Central

Government of India in termsof Section 4B (1) of the Act. we give in the "Annexure A" a

statements the matter specifiedin paragraphs3 and 4 of the Or der ,to the extent applicable.

2. (A) As requiredby Section 43(3) oftheAct,we reportthat :

a) We have sought and obtained all the informationand explanations which to the best of our knowledge andbelief were necessaryfor the purposes of our audit.

b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears fromour examination of those books.

c) The standaloneialance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statemenof changes in equity and the standalone statement of cash flows deadth by this Reportare in agreementwith the books of account.

d) In our opinion, the aforesaid standalone financial statemcomply with the Ind AS specified undeSectionB3 of theAct.

e) On the basis of the writtenrepresentations’eceived from the directorsas on 31 March2(23 taken on record by the Board of Directors ,none of the directorsis disqualified as on 31 M arch2(23 from being appointed as a directorin termsof Section 64(2) of the Act.

f) With respect to the adequacy the internal financial controls with reference to financial statements of thEompany and the operatingeffectivenes of such controls jefeito our separate Reportin '' AnnexureB".

(B) With respect to the other matters to be included in the Auditor''s iReaccordance with Rule Il of theCompanies (Audit and Auditor''s )Rules. 204; in our opinion and to the best of our informationand according tothe explanations given to us:

a) The Company has disclosed the impact of pending litigaticnsas at 31 March2(23 on its financialposition in its standalonefinancialstatements .

b) The Company did not have any lonlgerm contracts including derivative contracts for which ther ewer eany mat er ialfor eseeablelosses.

c) Therewere no amounts which were requiredto be transferred) the InvestorEducation and ProtectiorFundby the Company.

d) (i) The management has representedhat ,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 othesources okind of funds) by the Company to or in any other persons or entities, including foreign entiti("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that nthemediary shall:

• directlyor indirectly lend or invest in other persons or entities identified in any manne rwhatsoever("UltimateBeneficiaries")by or on behalf of the Company or

• provide any guarantee , securityor the like to or on behalf of the Ultimate Beneficiaries .

(ii) The management has representedthat ,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 Partieswith the understanding,whetherrecorded in

writings otherwise thatthe Company shall:

• directly or indirectly, lend or invent other persons orntities identified in any manne rwhatsoever("UltimateBeneficiaries")by or on behalf of the F undingPartyr

• provide any guarantee,securityor the like from or on behalf of the Ultimate Beneficiaries .

(iii) Based on such audit procedures as considerehsonable and appropriate in the circumstances nothing has come to our notice thathas caused us to believe thatthe representationunder sub-clause (c) (i) and (c) (ii) cont ainany mat er ialmis-st at ement .

e) T hecompany has not declar edor paid any dividend dur ingt he year:

(C) W ithrespectto the matterto be included in the Auditor ''sReportunder S ection P 7( 6) of theAct:

In our opinion and according to the information and explanatigiven to us, the remuneration paid by thCompany to its directorsduringthe currentyear is in accordance with the provisions of Section P7 of the Act. The remuneratioipaid to anydirectoris not in excess of the limit laid down under SectionP7 of the Act. The Ministr yf CorporateAffair shas not prescribedother details under Section P7(B) of the Act which are requiredto be commented upon by us.

For A D V & ASSOCIATES Chartered Accountants FRN: 128045W

Pratik Kabra Partner M.No.: 611401

UDIN: 23611401BGUOFM9420 Place: Mumbai Date: 30^th May, 2023

---

Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE,

1. In respect of its fixed assets:

Based on our scrutiny of the company''s books of accounts and other records and according to the information and explanations received by us from the management, we are of the opinion that the question of commenting on maintenance of proper records of fixed assets, physical verification of fixed assets and any substantial sale thereof does not arise since the company had no fixed assets at the end of the financial year nor at any time during the financial year ended on that date.

2. In respect of its inventories:

a) As the company does not engaged in the business of manufacturing, marketing and processing of any goods and articles, the provisions of Clause (ii) of paragraph 4 of the CARO is not applicable.

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

In respect loans taken from persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

In respect loans granted to the persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not granted any secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

4. Having regard to the nature of the company''s business and based on our scrutiny of the company''s records and the information and explanation received by us, we report that the company''s activities do not include purchase of inventory and sale of goods. In our opinion and according to the information and explanation received by us, there are adequate internal control procedure commensurate with the size of the Company and nature of its business with regards to purchase of fixed assets. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regard to purchase of fixed assets.

5. In respect of transaction covered under section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there was no any transactions was made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.. 5, 00,000 in respect of each party during the year have been made a prices which appears reasonable as per information available with the company.

6. Based on scrutiny of the company''s records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any loan or deposit which are deposits within the meaning of Rule2(b) of the Company''s (Acceptance of Deposit) Rules,1975 from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the CARO are not applicable to the Company.

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

8. According to the information and explanation provided by the management, the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provisions of section 209 (1) (d) of the Companies Act, 1956 do not apply to the company. Hence, in our opinion no comment on maintenance of cost records under section 209(1)(d) is required.

9. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employee''s state insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming able.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. According to the records of the company, the company has not borrowed from financial institutions or banks or issued debenture till the end of the financial year. Hence, in our opinion, the question of reporting of default in repayment of dues to financial institutions or bank or debenture does not arise.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by '' way of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanation provided by the management, we are of the opinion that the company is neither a Chit Fund nor a Nidhi/Mutual benefit society. Hence, in our opinion, the requirements of Para 4(xiii) of the CARO do not apply to the company.

14. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and have also maintained adequate and proper records.

15. According to the records of the company and the Information and Explanation provided by the management, the company has not given any guarantee for loans taken by others from any banks or financial institution.

16. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year.

17. According to the Information and Explanations given to us and over all examination of balance sheet of the Company, we report that no fund raised on short term basis have been used for long term investment by the company.

18. According to the records of the company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year the Company has not issued any debenture and also there is no any outstanding during the year hence the question of creating security or charge in respect of debenture does not arise.

20. During the year the Company has not raised any money by way of public issue.

21. During the course of examination of the books and records of the company carried out in accordance with 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 been informed of such cases by the Management.

For A.C.MODI & ASSOCIATES Chartered Accountants Firm''s registrations number : 116555W

ALPESG C.MODI Proprietor Membership number : 101342

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Hindustan Appliances Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and cash flow statement for the year ended on that date and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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.

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

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

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

c) the Balance Sheet and 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 f3.Q-oi.section 211 of the Companies Act, 1956; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

1. In respect of its fixed assets:-

Based on our scrutiny of the company''s books of accounts and other records and according to the information and explanation received by us received by us from the management. We are of the opinion that the question of commenting on maintenance of the proper records of the fixed assets, physical verification of fixed assets and any Substantial sale thereof does not arise since the company had no fixed assets as on 31st March, 2013 nor at any time during the financial year ended 31st March, 2013.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (if) of paragraph 4 of the Order is not applicable.

3. In respect loans taken from persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not taken unsecured loans from parties covered under the register maintained u/s.301 of the Companies Act, 1956.

4. In respect loans granted to persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not given any loan to any parties/persons covered under the register maintained u/s.301 of the Companies Act, 1956.

5. Having regard to the nature of the company''s business and based on our scrutiny of the company''s records and , in our opinion and according to the information and explanations given to us, we report that the company''s activity do not include purchase of inventory and sale of goods. In our opinion and according to the information and explanation received by us there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets. However the company has not purchase any of fixed assets during the year.

6. In respect of transaction covered under section 301 of the Companies Act, 1956.:

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 there were no transactions during the year that need to be entered in the regia^OlatOtained under section 301 of the Companies Act, 1956.

7. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

8. In our opinion, The Company has an internal audit system commensurate with its size and nature of its business.

9. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

10. In respect of statutory dues:

(a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund. Investor education and protection fund, Employee''s state insurance. Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other Material statutory dues, applicable to it.

(b) According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march, 2013 for a period of more than six months from the date of becoming payable.

(c) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/ cess which have not been deposited on account of any dispute.

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

12. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the company is not a chit fund or a nidhi/ mutual b society. Accordingly, clause 4 (xiii) of the order is not applicable. AJ

15. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

16. According to the Information and Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

17. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi) of the order is not applicable.

18. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

19. 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 Companies Act, 1956.

20. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

21. During the year the Company has not raised any money by way of issue of shares to the public accordingly Clause 4(xx) of the order is not applicable.

22. During the course of examination of the books and records of the company carried out in accordance with 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 been informed of such cases by the Management.

for A.CMODI & ASSOCIATES

Chartered Accountants

Firm''s registratiork 116555W

AIpesh

Proprietor

Membership numbor 25643,

Place : Mumbai, .

---

Mar 31, 2012

We have audited the accompanying financial statements of Hindustan Appliances Limited ('the Company') which comprise the Balance Sheet as at 31 March 2012, the Statement of Profit and Loss and cash flow statement for the year ended on that date.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act"). This 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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the

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;

iii. 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

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, 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.

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

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

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

c) the Balance Sheet and 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; and

e) on the basis of written representations received from the directors as on 31 March 2012, and taken on record by the Board of Directors, 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.

REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained' proper records showing full particulars including quantitative detail and situation of fixed assets on basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and accordingly the going concern status of the company is not affected.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (ii)of paragraph 4 of the Order is not applicable.

3. In respect loans taken from persons covered lJ/s.301 of the companies Act:

(i) According to the information and explanations given to us, the company has not taken unsecured loans from parties covered under the register maintained u/s.301 of the Companies Act,1956.

4. In respect loans granted to persons covered I)/s.301 of the companies Act:

(i) According to the information and explanations given to us, the company has not given any loan to any parties/persons covered under the register maintained u/s.301 of the Companies Act,1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and Services. However the company has not purchase any of inventory and fixed assets and also not sold any good setoffs the year.

6. In respect of transaction covered under section 301 of the Companies Act, 1956

aj In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there are no transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5 Lacs (Rupees Five Lacs Only) or more in respect of any party.

7. The Company has not accepted any deposit from the public within the meaning of section section 58A and 58AA of, the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

8. In our opinion, The company has an internal audit system commensurate with its size and nature of its business.

9. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act,1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

10. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were, outstanding as at 31st march,2012 for a period of more than six months from the date of becoming payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/ cess which have not been deposit of any dispute.

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

12. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion , the company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, clause 4 (xiii) of the order is not applicable.

15. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

16. According to the Information and, Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

17. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi) of the order is not applicable.

10. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

19. 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 Companies Act, 1956.

20. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

21. During the year the Company has not raised any money by way of issue of shares to the public acc Clause 4(xx) of the order is not applicable.

22. During the course of examination of the books and records of the company carried out in accordance with 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 been informed of such cases by the Management.

for A.C.MODI & ASSOCIATES

Chartered Accountants

Firm's registration number

ALPESH C.MODI

proprietor

Membership number:101342

Place: Mumbai,

Date:

---

Mar 31, 2010

We have audited the attached Balance Sheet of HINDUSTAN APPLANCES LIMITED as at 31st March, 2010 , the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statement bases on our Audit.

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

2) As required by the Companies (Auditors Report) Order, 2003, [as amended by Companies(Auditors Report)(Amendment) Order , 2004], issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanation given to us, we give in the Annexure, hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in paragraph 2 above and subject to the notes to the Balance sheet, 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 such books.

c) The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of account.

d) In our Opinion, The Profit & Loss accounts and Balance Sheet comply with the accounting Standards referred to in sub section 3(c) of Section 211 of the Companies Act,1956.

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

f) Note No.2 of Schedule No. 11 to the financial statements: The Company is a Non Banking Financial Institution in terms of section 451 (C) of the Reserve Bank of India Act, 1934. As per the last audited accounts of the Company for the year ended March 31, 2010, the financial assets of the Company are more than 50% of its total assets and income from financial assets are also more than 50% of the gross income. Thus, the company has the business of a Non - Banking Financial Company (NBFC) as its principal business and is required to be registered as an NBFC with Reserve Bank of India. The company has not applied for and obtained any such registration.

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

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

ii. In the case of the Profit & Loss Account of the Loss of the Company for the year ended on that date and

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



ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications.

c) In our opinion , the Company has not disposed of substantial part of fixed assets during the year and accordingly the going concern status of the company is not affected.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (if) of paragraph 4 of the Order is not applicable.

3. a) According to the information and explanations given to us, the company has not taken any Loans, secured or unsecured from companies, Firms or other parties Covered in the register maintained under section 301 of the Companies Act, 1956, Accordingly the provision of clauses 4(iii)(f) and 4(iii)(g) of the order are not applicable.

b) According to the information and explanations given to us, the company had given unsecured loans to a 2 persons covered under the register maintained u/s.301 of the Companies Act,1956. The Maximum amount involves during the year in respect of the said loans is Rs.299.50 lacs and the year end balance of such loan is Rs.1,070.76 lacs respectively.

(c) In our opinion and according to the information and explanation given to us the rate of Interest and other terms and conditions on which aforesaid loans has been given are not prima-facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and Services. However the company has not purchase any of inventory and fixed assets and also not sold any goods during the year.

5. In respect of transaction covered under section 301 of the Companies Act,1956.:

a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there are no transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5 Lacs (Rupees Five Lacs Only) or more in respect of any party.

6. The Company has not accepted any deposit from the public within the meaning of section section 58A and 58AA of the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

7. In our opinion, The company has an internal audit system commensurate with its size and nature of its business.

8. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act,1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

9. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employees state insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march,2010 for a period of more than six months from the date of becoming payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/cess which have not been deposited on account of any dispute.

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

11. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion , the company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, clause 4 (xiii) of the order is not applicable.

14. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

15. According to the Information and Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

16. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi] of the order is not applicable.

17. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

18. 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 Companies Act,1956.

19. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

20. During the year the Company has not raised any money by way of issue of shares to the public accordingly Clause 4(xx) of the order is not applicable.

21. During the course of examination of the books and records of the company carried out in accordance with 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 been informed of such cases by the Management.

For A.C. MODI & ASSOCIATES

CHARTERED ACCOUNTANTS

(ALPESH C. MODI)

PROPRIETOR

Membership No. 101342

Firm Regn.: 116555W

PLACE : MUMBAI

DATED : September 2, 2010