Auditor Report of Ind-Agiv Commerce Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of IND-AGIV Commerce Limited ("the
Company"), which comprise the balance sheet as at March 31, 2025, the statement of profit and loss, and the
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, except for the possible
effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid financial
statements give the information required by the Companies Act, 2013, as amended (the "Act") in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and its Loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The Company''s recorded turnover at Bangalore branch comprises of retail / exhibition sales, over which we rely
on management for internal control for the purpose of our audit. There were no other satisfactory audit
procedures that we could adopt to satisfy ourselves that the recorded turnover was free from material
misstatements. However, management has assured us that there is no material misstatement.

2. Management has stated the inventories at cost. We are informed that the net realizable value of the inventory
is lower than the cost. In the absence of any alternative audit procedures to obtain sufficient & appropriate
audit evidence in relation to valuation of material held in stock or at sites, we are unable to comment of the
impact on the financials.

3. The Company''s Cash-in-hand as on the Financial Year ended 31-03-2025 is Rs. 16,92,218/- is not counted by us
and the same is taken correct as per the certificate of the management of the company.

4. Loans & advances, S. Debtors, S. Creditors and other receivables & Payable all are subject to the confirmation.
The company has not made any provisions for bad and Doubtful debts.

5. During the course of audit the company has accepted Un-Secured Loans from Related Parties - key managerial
person, from Company and Others a sum of Rs. 12,45,32,187/- (refer Sch. 14 of balance sheet) while accepting
loans/deposits from Public, the company has not complied with the provisions of section 2(31) of the Companies
Act, 2013.

6. The Company had impaired amount of Rs. 18,85,843 receivables as EMD/Security deposits from its Debtors
during the Financial Year 2021-2022. The Company has not been able to recover impaired amount during the
Financial Year 2024-2025.

7. The Company had impaired amount of Rs. 25,65,455 receivables as Loans and Advances during the Financial
Year 2021-2022. The Company has not been able to recover impaired amount during the Financial Year 2024¬
2025.

8. Company has defaulted in repayment of working capital loan from NBFC (refer Sch. 16 of balance sheet) for
which detailed reporting can be found in Annexure ‘"A" to the Independent Auditor''s Report in clause xi(a).

9. According to the Information and Explanation given to us, the company has not established its financial control
over financial reporting on criteria based on or considering the essential components of internal control stated
in the Guidelines, Notes on Audit of Internal Financial Controls over Financial Reporting issued by the Institute
of Chartered Accountants of India.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of
the 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.

Material Uncertainty Related To Going Concern

We draw attention to Note 2.1 and 2.2 of the Notes forming part of the Standalone Financial Statements, which
indicates that the Company has accumulated losses and its net worth, has been fully eroded, the Company has
incurred a net loss during the current and previous years and, the Company''s current liabilities exceeded its current
assets as at the balance sheet date. These conditions, along with other matters set forth as per the above mentioned
note number- indicate the existence of a material uncertainty that may cast significant doubt about the Company''s
ability to continue as a going concern. However, the financial statements of the Company have been prepared on a
going concern basis for the reasons stated in the said Note.

Our opinion is not qualified in respect of this matter and those changed with governance.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended 31st March, 2025. 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. In addition to the matters described in the basis for qualified
opinion and material uncertainty relating to going concern paragraph we have determined the following matters to
communicate in our audit report:

1. We are not able to obtain sufficient and appropriate audit evidence to provide a basis for our Audit Opinion as
to whether Verification of Assets conducted by the management and the method of verification as well as
frequency of verification was reasonable.

2. In the absence of sufficient appropriate audit evidence to corroborate the management''s assertions regarding
existence, ownership and valuation of inventories it is not possible for us to examine

(i) that all recorded Inventories exist at the year-end;

(ii) that all inventories owned by the company are recorded and that all recorded inventories are owned by the
company;

(iii) That the condition of inventories is recognized in their valuation.

3. In the absence of sufficient appropriate audit evidence to corroborate the management''s assertions it is not
possible for us to examine that the stated basis of valuation of loans & advance debtors and other receivables

is appropriate and properly applied, and that the recoverability of loans & advances, debtors, other receivables
is recognized in their valuation.

4. We are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the
company had adequate internal financial controls over financial reporting and whether such internal financial
controls were operating effectively as at 31st March, 2025.

Other Matter

Complaints have been filed by the Director Mr. Lalit Chouhan on behalf of the Company under Sections 406, 409, 415,
418, 420, 463-471, 34 and other cognizable provisions of the Indian Penal Code, 1860 read with the Bharatiya Nyaya
Sanita, 2023 against Mr. Navneet Singh Gogia, Yogesh Thakker, Jessica Navneet Gogia, Ghulam Mohammed Shah,
Mangesh Labade, Mrs Simran Gogia, and M/s. Red Fort Financial Capital Services Ltd. and associates for conspiracy,
criminal breach of trust, cheating, forgery, and embezzlement, resulting in wrongful loss to Ind-Agiv Commerce Ltd.
and corresponding unlawful gain to the accused.

Our opinion is not qualified in respect of this matter.

Other Information

The Company''s Board of Directors are responsible for the other information. The other information comprises the
information included in the Company''s Board of 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. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information; we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged With Governance for the Financial Statements

The Company''s 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 financial position, financial
performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the accounting standards specified under section 133 of the Act read with the Companies (Accounting
Standards) Rules, 2021. 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 the Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

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, but not for the purpose of expressing an opinion on the adequacy and operating
effectiveness of the company''s internal 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 the management and Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our audi tor''s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

Report On Other Legal and Regulatory Requirements

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

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

Except for the matters discussed above in the Basis for Qualified Opinion section, Key Audit Matters section and
Material uncertainty related to going concern section; and for the possible effects of the matters so described in
the section mentioned above;

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

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

(c) The balance sheet, the statement of profit and loss, and the 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 Indian accounting standards specified
under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and
other operating effectiveness of such controls refer to our separate Report in "Annexure B" to this report;

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

• Except for the matters discussed above in the Basis for Qualified Opinion section, Key Audit Matters
section and Material uncertainty related to going concern section; and for the possible effects of the
matters so described in the section mentioned above:

i. The Company have following litigations which would impact its financial position.

• The Recovery suit has been filed by RED FORT CAPITAL FINANCE COMPANY PRIVATE LTD account
declares NPA for two facility agreement for Rs. 7,77,53,788 (demanding unwanted penal interest and
Charges) Presently Court has directed for arbitration and matter is pending.

• In respect to above company also filed a Police compliant against Mr. Naveneet Singh Gogia and others
as mentioned in the Other Matter Section of Independent Auditor''s Report.

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

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 on behalf of the Ultimate Beneficiaries. (this option to be used when the Company has not
funded in the capacity of a Funding Party)

(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 by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries. (this option to be used when the Company has not received funds in the
capacity of intermediary)

(c) Based on audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023, and accordingly, to report under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014, we were unable to find sufficient and appropriate audit evidence and were not
able to perform alternate audit procedures to determine whether the audit trail has been tampered and
working throughout the financial year ended March 31, 2025.

For M/s. H. G. Sarvaiya & Co.
Chartered Accountants
Firm''s Registration No. 115705W

Sd/-

Date: 30^th May 2025 Prop. Hasmukhbhai G. Sarvaiya

Place: Mumbai Chartered Accountant

UDIN: 25045038BMGPYT4196 M.Ship No: 045038

---

Mar 31, 2024

We have audited the accompanying Quarterly and Year to Date Standalone Ind AS Financial Statements of IND-AGIV COMMERCE
LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a
summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act 2013 ("the Act")
with respect to preparation of these Standalone Ind AS Financial Statements to give a true and fair view of the financial position, financial
performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting standards specified in the Companies (Indian Accounting
Standards) Rules, 2015 (as amended) 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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

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

Auditors'' Responsibility for the Standalone AS Financial Statements

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.

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

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under
Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of
India. Those standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.

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

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

Basis of Forming an Opinion

Basis for Adverse Opinion

1) The company''s recorded turnover at Bangalore branch comprises of retail/exhibition sales over which we rely on Management for internal
control for the purpose of Audit. There is no other satisfactory audit procedures that we could adopt to satisfy ourselves that the record turnover
was free from material misstatements, however management has assured us that there is no material misstatement.

2) Management has stated the inventories at cost. We informed that the net realizable value of the inventory is lower than the cost. In the
absence of any alternative audit procures to obtain sufficient and appropriate audit evidence in relation to valuation held in stock or sites we are
unable to comment of the impact on financials

3) The company''s cash-on-hand as on financial year ended 31/03/2024 is Rs,1943370/ is not counted by us and same is taken correct as per
the certificate of management of the Company.

4) Loans & advances, S. Debtors S. Creditors and other receivables are subject to confirmation. The Company has not made provision for bad
& doubtful debts.

5) During the course of audit, it was found that company has accepted unsecured loans as borrowings/deposits from public as well as
companies & key managerial person. A sum Of Rs.10,03,56,918 (refer sch,14 of the Balance sheet. While accepting loans/deposits from public,

the company has not complied with the provisions of section 2(31) of the Companies Act, 2013. Trade creditors & other liabilities are subject to
confirmation.

6) The Company had impaired an amount of Rs 18,85,843.00 receivable as EMD/Security Deposit from its debtors during financial year 2021¬
22. The Company has not been able to recover the impaired amount of Rs. 18,85,843.00 during the financial year 2023-24.

7) The Company had impaired an amount of Rs 26, 56,455/- receivable as loans & advances during financial year 2021-22. The Company has
not been able to recover the impaired amount of Rs. 26, 56,455.00 during the financial year 2023-24.

8) According to the information and explanation given to us, the Company has not established its internal financial control over financial
reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Disclaimer of Opinion

1) We are not able to obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion as to whether verification of
assets conducted by the management and the method of verification as well as the frequency of verification was reasonable.

2) In the absence of sufficient appropriate audit evidence to corroborate the management''s assertions regarding existence, ownership and
valuation of inventories it is not possible for us to examine (i) that all recorded inventories exist at the year-end; (ii) that all inventories owned by
the company are recorded and that all recorded inventories are owned by the company; (iii) that the condition of inventories is recognized in
their valuation.

3) In the absence of sufficient appropriate audit evidence to corroborate the management''s assertions it is not possible for us to examine that
the stated basis of valuation of loans & advances, debtors and other receivables is appropriate and properly applied, and that the recoverability
of loans & advances, debtors, other receivables is recognized in their valuation.

4) We are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate
internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2024.

Opinion

In our opinion and to the best of our information provided above and according to the explanations given to us, except for the possible effects of
the matter described above the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India -

i. in case of the Balance Sheet, of the state of affairs of the Company as of March 31, 2024;

ii. in case of statement of Profit and Loss (comprising of other comprehensive income) of the loss for the year ended on that date and

iii. in 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, 2016, issued by the Central Government of India, in terms of section 143(11) of
the Act ("The Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure B statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) Except for the possible effects of the matter described above, we have sought and obtained all the information and explanations, which to
the best of our knowledge and belief were necessary for the purpose of our audit.

b) Except for the possible effects of the matter described above, 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) Except for the possible effects of the matter described above, the Balance Sheet, the Statement of Profit and Loss (including other
comprehensive income) and the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with
the books of account.

d) Except for the possible effects of the matter described above in our opinion, the aforesaid standalone financial statements comply with
the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended.

e) On the basis of written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate report in "Annexure A". Our report expresses a modified opinion on the adequacy and operating
effectiveness of the company''s financial controls over financial reporting.

g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to
its directors during the year is in accordance with the provisions of section 197(16) of the Act.

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

i. Except for the possible effects of the matter described above, the Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts and

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

For H G SARVAIYA & Co.

Chartered Accountants
CA Hasmukhbhai G Sarvaiya
Proprietor

Firm Registration No.115705W
Membership No.045038
Place Mumbai
UDN 24055038BKAJFT1299
Date 09/08/2024

---

Mar 31, 2015

We have audited the accompanying financial statements of IND AGIV COMMERCE LTD., which comprise the Balance Sheet as at March 31,2015 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 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.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. as required by the Companies (Auditor's Report) order, 2015 issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Act (hereinafter referred to as the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a Statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, dealt with by this Report are in agreement with the books of account.

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

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies Act (Audit and Auditors) Rules,2015, in our opinion and to the best of our information and according to the explanations given to us,

i. The Company does not have any pending litigations on its financial position in its financial statements.

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

iii. There has been an occasion in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

1. a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the Management according to a phased program designed to coverall the items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

2. a) ; Physical verification of inventories has been conducted by the management at reasonable intervals during the year,

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) In our opinion, the Company is maintaining proper records of Inventories. The discrepancies noticed on such verification between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3. As informed to us the Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services; however the same are required to be further improved & strengthened. According to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in internal control system.

5. According to the information and explanations given to us the Company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. In respect of business activities of the Company, we are informed that maintenance of cost records have not been specified by the Central Government under sub-section (I) of section 148 of the Companies Act, 2013.

7. a) As per information and explanations given to us, the Company is regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, value added tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit 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 are no dues of value added tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

c) There is no amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

8. There are no accumulated losses of the Company as at the end of the year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institution, and banks.

10. According to information and explanations given to us company has not given any guarantee to any other entities.

11. In our opinion and according to the information and explanations given to us, the company has not obtained any term loan

12. Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the year.

For M/s. Shah A Bhosale Chartered Accountants

(M. S. Bhosale) Place: Mumbai Partner Date30th May, 2015 Membership No. 040226

---

Mar 31, 2014

We have audited the accompanying financial statements of IND-AGIV COMMERCE LTD., 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.

BOARD OF DIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Board of Directors 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 Act, 1956. 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 onAuditing by the Institute of CharteredAccounts 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 statementsare 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 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 LossAccount, of the profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies Order, 2003 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 paragraphs4and5oftheOrder.

2. As required by section 227(3) of theAct, 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 purposeofour 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 [and proper returns adequate for the purposes of our audit have been received from branches notvisitedbyus];

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 [and with the returns received from branches not visited by us];

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

e. onthe basisof written representations received from the directorsas on March 31, 2014 and taken on recordbythe BoardofDirectors, noneofthe directorsisdisqualifiedasonMarch 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

1. Inrespectofthe Company''s fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern statusofthe Company.

2. In respectof the Company''s inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. (a) The Company has taken unsecured loan, from companies, firms or other parties covered in the Register maintained under Section 301 of the Act. The maximum amounts involved during the year were Rs. 12,87,77,365/- and the year-end balanceofsuch loans/advances were Rs. 2,44,09,912/- (b) The Company has given unsecured loan, to companies, firms or other parties covered in the Register maintained under Section 301 of the Act. The maximum amounts involved during the year were Rs. 98,54,877/- and the year-end balanceofsuch loans/advances were Rs. 88,25,696/- (c) The terms and conditions for interest and repayment of such loans/advances have not been stipulated.

(d) Repayment received from the parties from time to time to whom loans/advances were given by the company cannot be treated as repayments as most of these accounts are in the nature of running CurrentAccounts and the outstanding balances are increasing year after year.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale ofgoods and services. During the course of our audit, wehave not observed any major weaknessinsuch internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained underthe said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of the clause 4 (vi) of the Order are not applicable to the Company.

7. In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

9. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including 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 with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Sales Tax, Service Tax and Income Taxwhich have not been deposited as at March 31,2014 on account of disputes are given below:

Particulars Period to which the Forum where the Amount (Crores) amount relates dispute is pending

Nil Nil Nil Nil

There were no dues of Wealth Tax, Customs duty, Excise Duty and Cess which have not been deposited as at March 31,2014 on account of disputed.

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

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders.

12. In our opinion and 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. Having regard to the nature of the Company''s business/activities during the year, clause (xiii) of paragraph4 of the Order is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, the provisions of clause 4(xiv) of the Order are not applicabletothe company.

15. In our opinion and according to the information and explanations given to us, having regard to the fact that the subsidiaries are wholly owned the terms and conditions of the guarantee given by the Company for loans taken by the subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term loan has been appliedbythe Company during the year for the purpose for whichitwas obtained.

17. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

18. According to the information and explanations given to us, during the year covered by our audit, the Company has not made preferential allotment of equity 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, during the year covered by our report, the Companyhas notissued any secured debentures.

20. During the year coveredbyour report, the Company has not raised any moneybywayofpublic issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company and no material fraud on the Company has been noticedorreported during the year.

For M/s. Shah & Bhosale Chartered Accountants (M. S. Bhosale) Partner Membership No. 40228

Place : Mumbai Date :- 30 May, 2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of IND-AGIV COMMERCE LTD. as at 31st March, 2012 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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.

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

1) 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 of India ('the Act') and on the basis of such checks of the books and the records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph 1 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 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 such books;

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

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

e) According to the information and explanations given to us and on the basis of written representation received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors of the Company is, as at 31st March, 2012, prima-facie disqualified 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, subject to Note and the significant accounting policies thereon, as stated in Notes on Financial Statement give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

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

ii) in case of the Profit and Loss Account, 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 AUDITORS' REPORT

(Statement referred to in Paragraph 1 of our Report of even date)

(i) (a) The company has acquired fixed assets during the year and is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As informed the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventories has been conducted at reasonable interval during the year by the management;

(b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and nature of its business;

(c) In our opinion, the company is maintaining proper records of inventory. Discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts;

(iii) (a) The Company has taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amounts involved during the year were Rs. 10,21,89,932/- and the year-end balances of such loans/advances were Rs. 9,88,58,819/-

(b) The Company has given unsecured loans/advances in the nature of loans to a proprietary Concern of a director of the company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts involved during the year were Rs. 2,27,19,461/- and the year-end balances of such loans/advances were Rs. 2,27,19,461/-.

(c) The terms and conditions for interest and repayment of such loans/advances have not been stipulated.

(d) Repayment received from the parties from time to time to whom loans/advances were given by the company cannot be treated as repayments as most of these accounts are in the nature of running Current Accounts and the outstanding balances are increasing year after year.

(iv) In our opinion and explanation 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 our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The Company has not accepted a deposit from the public within the meaning of the Section 58A of the Companies Act, 1956.

(vii) The Company has no formal internal audit department as such but its control procedures ensure to a limited extent internal checking of its financial and other records, which needs to be strengthened.

(viii) We have been informed that Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate Authorities. According to the information and explanations given to us, the provisions of Employees State Insurance and Provident Fund Acts are not applicable to the Company. No amount is payable to Investor Education and Protection Fund. There were no arrears of the aforesaid dues as on the date of the Balance Sheet for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no pending disputes for payment of sales tax, income tax, custom duty, wealth tax, excise duty and cess.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and securities.

(xiii) The requirement of this clause is not applicable, as the Company is not a Chit Fund Company.

(xiv) The requirement of this clause is not applicable, as the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) On the basis of examination of records and as per the information and explanations given to us, no term loans were taken by the Company during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2012, we report that there are no funds raised on short term basis which have been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not issued any secured debentures during the year and accordingly the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable.

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

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



For Shah & Bhosale Chartered Accountants

(M. S. Bhosale) Partner Membership No. 40228

Place: Mumbai Date: 21st August, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of IND-AGIV COMMERCE LTD. as at 31st March, 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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.

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

1) 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 of India ('the Act') and on the basis of such checks of the books and the records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) Further to our comments in the Annexure referred to in paragraph 1 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 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 such books;

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

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

e) According to the information and explanations given to us and on the basis of written representation received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors of the Company is, as at 31st March, 2011, prima-facie disqualified 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, subject to Note and the significant accounting policies thereon, as stated in schedule 15 give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

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

ii) in case of the Profit and Loss Account, 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 AUDITORS' REPORT (Statement referred to in Paragraph 1 of our Report of even date)

(i) (a) The company has acquired fixed assets during the year and is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As informed the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventories has been conducted at reasonable interval during the year by the management;

(b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and nature of its business;

(c) in our opinion, the company is maintaining proper records of inventory. Discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts;

(iii) (a) The Company has taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amounts involved during the year were Rs. 3,00,65,654/- and the year-end balances of such loans/advances were Rs. 2,45,18,032/-

(b) The Company has given unsecured loans/advances in the nature of loans to a proprietary Concern of a director of the company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts involved during the year were Rs. 1,74,40,759/- and the year-end balances of such loans/advances were Rs. 63,30,826/-.

(c) The terms and conditions for interest and repayment of such loans/advances have not been stipulated.

(d) Repayment received from the parties from time to time to whom loans/advances were given by the company can not be treated as repayments as most of these accounts are in the nature of running Current Accounts and the outstanding balances are increasing year after year.

(iv) In our opinion and explanation 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 our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The Company has not accepted a deposit from the public within the meaning of the Section 58Aof the Companies Act, 1956.

(vii) The Company has no formal internal audit department as such but its control procedures ensure to a limited extent internal checking of its financial and other records, which needs to be strengthened.

(viii) We have been informed that Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate Authorities. According to the information and explanations given to us, the provisions of Employees State Insurance and Provident Fund Acts are not applicable to the Company. No amount is payable to Investor Education and Protection Fund. There were no arrears of the aforesaid dues as on the date of the Balance Sheet for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no pending disputes for payment of sales tax, income tax, custom duty, wealth tax, excise duty and cess.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and securities.

(xiii) The requirement of this clause is not applicable, as the Company is not a Chit Fund Company.

(xiv) The requirement of this clause is not applicable, as the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) On the basis of examination of records and as per the information and explanations given to us, no term loans were taken by the Company during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2011, we report that there are no funds raised on short term basis which have been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not issued any secured debentures during the year and accordingly the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable.

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

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

For Shah & Bhosale Chartered Accountants

(M. S. Bhosale) Partner Membership No. 40228

Place : Mumbai Date :- 30th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of IND-AGIV COMMERCE LTD. as at 31st March, 2010 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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.

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

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

2) Further to our comments in the Annexure referred to in paragraph 1 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 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 such books;

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

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

e) According to the information and explanations given to us and on the basis of written representation received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors of the Company is, as at 31st March, 2010, prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the CompaniesAct, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements, subject to Note and the significant accounting policies thereon, as stated in schedule 15 give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

i) in case of the Balance Sheet, of the state of affairs of the Company as at 31 stMarch 2010

ii) in case of the Profit and Loss Account, 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 AUDITORS REPORT (Statement referred to in Paragraph 1 of our Report of even date)

(I) (a) The company has acquired fixed assets during the year and is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As informed the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventories has been conducted at reasonable interval during the year by the management;

(b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and nature of its business;

(c) in our opinion, the company is maintaining proper records of inventory. Discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts;

(iii) (a) The Company has taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amounts involved during the year were Rs. 2,89,17,851/- and the year-end balances of such loans/advances were Rs. 2,44,95,164/-

(b) The Company has given unsecured loans/advances in the nature of loans to a proprietary Concern of a director of the company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts involved during the year were Rs. 1,44,14,997/- and the year-end balances of such loans/ advances were Rs. 1,43,52,179/-.

(c) The terms and conditions for interest and repayment of such loans/advances have not been stipulated.

(d) Repayment received from the parties from time to time to whom loans/advances were given by the company can not be treated as repayments as most of these accounts are in the nature of running Current Accounts and the outstanding balances are increasing year after year.

(iv) In our opinion and explanation 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 our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) The Company has not accepted a deposit from the public within the meaning of the Section 58 A of the Companies Act, 1956.

(vii) The Company has no formal internal audit department as such but its control procedures ensure to a limited extent internal checking of its financial and other records, which needs to be strengthened.

(Statement referred to in Paragraph 1 of our Report of even date)

(I) (a) The company has acquired fixed assets during the year and is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As informed the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventories has been conducted at reasonable interval during the year by the management;

(b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and nature of its business;

(c) in our opinion, the company is maintaining proper records of inventory. Discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts;

(iii) (a) The Company has taken loans from parties covered in the register maintained under section 301 of the companies Act, 1956. The maximum amounts involved during the year were Rs. 2,89,17,851/- and the year-end balances of such loans/advances were Rs. 2,44,95,164/-

(b) The Company has given unsecured loans/advances in the nature of loans to a proprietary Concern of a director of the company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts involved during the year were Rs. 1,44,14,997/- and the year-end balances of such loans/ advances were Rs. 1,43,52,179/-.

(c) The terms and conditions for interest and repayment of such loans/advances have not been stipulated.

(d) Repayment received from the parties from time to time to whom loans/advances were given by the company can not be treated as repayments as most of these accounts are in the nature of running Current Accounts and the outstanding balances are increasing year after year.

(iv) In our opinion and explanation 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 our audit, we have not observed any continuing failure to correct major weakness in internal controls.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to

For Shah & Bhosale Chartered Accountants

(M. S. Bhosale)

Place : Mumbai Partner

Date :- 4th September, 2010 Membership No. 40228