Auditor Report of ISF Ltd.

Mar 31, 2024

We have audited the Ind AS Financial Statements of ISF LIMITED ("the Company"), which
comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss, 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 Ind AS Financial Statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March, 2024 and
its loss, 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 Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the Ind AS Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by The Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the Ind AS Financial Statements under the
provisions of the Companies Act, 2013 and the Rules there-under, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Ind AS Financial Statements of the current period. These matters
were addressed in the context of our audit of the Ind AS 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.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS Financial |

Statements that give a true and fair view of the financial position, financial performance
including Other Comprehensive Income, changes in Equity and Cash Flows of the Company |

in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) prescribed 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 judgements and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the 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 Ind AS Financial Statements, management is responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.

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

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

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

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

Identify and assess the risks of material misstatement of the Ind AS Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

E

Obtain an understanding of internal control relevant to the audit in order to design audit j
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the Company has j
adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor''s report to the related disclosures in the Ind AS Financial
Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained upto 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 Ind AS Financial Statements,
including the disclosures and whether the Ind AS 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 Ind AS Financial Statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outway the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the "Annexure-A", a statement on the matters specified
in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian
Accounting Standards specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014.

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

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

g) 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) which are
required to be commented upon by us.

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

i) The Company has disclosed the impact of pending litigations on its financial position in
its Ind AS Financial Statements - refer to Ind AS Financial Statements

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

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

(iv) (i) The management has represented that to the best of its knowledge and belief, other
than as disclosed in the Notes to the Accounts, no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind
of funds) by the Company to or in any other person(s) or entity(ies) including foreign
entities ("intermediaries") with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledge and belief, other
than as disclosed in the Notes to the Accounts, no funds have been received by the

Company from any person(s) or entity(ies) including foreign entities ("funding parties")
with the understanding whether recorded in writing or otherwise, that the Company
shall, whether directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the funding party (""Ultimate Beneficiaries)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
and

(iii) Based on such audit procedures that we have considered reasonable and appropriate
in the circumstances. Nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) contain any material mis-statement

(iv) No dividend has been declared or paid during the year by the Company.

(v) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year ended
March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the softwares.
Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April
1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
on preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended March 31, 2024.

For V S S A & Associates

Chartered Accountants
Firm Registration No 012421N

SD/-

Place: New Delhi Samir Vaid

Dated: 30.05.2024 Partner

UDIN: 24091309BKEQOP5459 Membership No. 091309

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Mar 31, 2014

We have audited the accompanying financial statements of ISF Limited ("the Company"), 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.

Managements'' Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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. 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 auditors'' 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 auditors consider internal controls 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 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 Statement of Profit and Loss, of the Profit for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

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

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, 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 the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 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 written representations received from the directors, as on March 31,2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 Aofthe 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.

ANNEXURE ( Referred to in paragraph 1 under Report on other Legal & Regulatory requirements Section of our Report of even date)

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

b) The Fixed Assets have been physically verified by the management at the end of the year which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

c) As fixed assets disposed off during the year are not significant, the going concern assumption is not affected.

ii. As per information and explanations given to us and taking into consideration the nature of business, clauses (ii) (a) regarding physical verification of inventories and its frequency, (ii) (b) regarding procedures of physical verification of inventories and (ii) (c) regarding maintenance of records of inventory and discrepancies noticed on verification between physical stocks and book records are not applicable

iii. a) The Company has granted unsecured loans to a company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 13286767/- and balance of Rs. 13286767/- was outstanding at the year end.

b) In our opinion, the rate of interest and other terms and conditions on which the loan was given to the above party are not prima facie prejudicial to the interest of the company.

c) As there are no stipulations regarding the above loan, we are unable to offer our comments on the same.

d) There is no overdue amount of loan granted to the company listed in the Register maintained under section 301 of the Companies Act, 1956.

e) The company has taken unsecured loans from two directors and thirty one relatives covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 38637224/- and balance of Rs. 26757224/- was outstanding at the year end,

f) In our opinion, the rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

g) The company is regular in repayment of principal amount and interest on the above loans.

h) There is no overdue amount of loans taken from companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of fixed assets. The Company does not undertake any purchases of inventory, sale of goods and services. During the course of our audit we have not come across any major weakness in internal controls.

vii. In our opinion, the Internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the company and nature of its business.

viii. The provisions of clause (viii) of the Order regarding maintenance of cost records under clause (d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 are not applicable to the.

ix. a) According to the information and explanations given to us and the records of the company examined by us, the company has been generally regular in depositing with appropriate authorities undisp -uted statutory dues including Provident Fund, Income Tax, Wealth Tax and other material Statutory dues applicable to it. However, according to the information & explanations given to us, the provis -ons of Employees State Insurance, Sales Tax, Custom Duty & Excise Duty are not applicable to the Company in view of its nature of business.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues applicable to the company as stated above were in arrears as at the last day of the financial year for a period of more than six months from the date they became payable.

c) According to the books of account and records as produced and examined by us in accordance with the generally accepted auditing practices in India and information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

xii. Based on our examination of documents and records and as per informations explanations given to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion the company is not a chit fund or nidhi/mutual benefit fund/society and hence clause (xiii) of the Order is not applicable.

xiv. In our opinion, as the Company does not deal or trade in shares, securities, debentures and other investments, the provisions of paragraph 4(xiv) are not applicable.

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

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

xvh. According to the information and explanations given to us and on an overall examination of the

Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

xviii. According to the information & explanations given to us, no preferential allotment of shares has been made by the company to parties and companies covered in the Register maintained under Section 301 of the Companies Act.

xix. According to the information & explanations given to us, no debentures have been issued by the company during the year.

xx Based on our examination of books and records of the company, no public issue was made by the company during the year.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor have we been informed by the management of any such instance being noticed or reported during the year.

For JAGDISH SAPRA & CO. CHARTEREDACCOUNTANTS FIRM REGISTRATION N0.001378N

Place: NEW DELHI (VIPAL KALRA) Dated: 31-05-2014 PARTNER M.NO.084583

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Mar 31, 2012

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

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

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and

belief were necessary for the purposes of our audit; ii. In our opinion, proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books; hi. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are

in agreement with the books of account; iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this

report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the

Companies Act, 1956; v. On the basis of written representations received from the directors, as on 31st March, 2012 and

taken on record by the Board of Directors, we report that none of the directors is disqualified as on

31st 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; on the said date, vi. In our opinion and to the best of our information and according to the explanations given to us, the

said accounts read together with the Notes and Significant Accounting Policies thereon, give the

information required by the Companies Act, 1956, in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India :

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

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

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

ANNEXURE

(Referred to in paragraph 3 of Auditors' Report of even date)

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

b) The Fixed Assets except those on Lease have been physically verified by the management at the end of the year which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

c) No assets were disposed off during the year. Hence the provision of paragraph 4(i)(c) of the Order are not applicable.

ii.) As per information and explanations given to us and taking into consideration the nature of business, clauses (ii) (a) regarding physical verification of inventories and its frequency, (ii) (b) regarding procedures of physical verification of inventories and (ii) (c) regarding maintenance of records of inventory and discrepancies noticed on verification between physical stocks and book records are not applicable to the Company.

iii. a) The company has granted unsecured loans to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7406812/- and balance of Rs. 2027966/- was outstanding at the year end.

b) In our opinion, the rate of interest and other terms and conditions on which the loans were given to the parties are not prima facie prejudicial to the interest of the company.

c) The parties are repaying the principal amount as stipulated and have been regular in repayment of interest.

d) There is no overdue amount of loans granted to the companies listed in the Register maintained under section 301 of the Companies Act, 1956.

e) The company has taken unsecured loans from two directors, thirty seven relatives and from two companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3,34,30,000/- and balance of Rs. 2,62,20,000/- was outstanding at the year end.

f) In our opinion, the rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

g) The company is regular in repayment of principal amount and interest on the above loans.

h) There is no overdue amount of loans taken from companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

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

v. a) According to the information & explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the Register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the loan 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 Lakhs in respect of any party during the year have been made at interest rates which are reasonable having regard to prevailing market rates at the relevant time.

vi. In our opinion and according to the information and explanations given to us, as the company does not hold any deposits other than from directors and'relatives of directors, the provisions of Sections 58A and 58AA of the Companies Act, 1956, other relevant provisions of the Act and the Rules framed thereunder in respect thereof are not applicable to the company as the company does not hold any deposits other than from directors and relatives of directors.

vii. In our opinion, the Internal audit function carried out during the year by a firm of Chartered

Accountants appointed by the Management has been commensurate with the size of the company and nature of its business.

viii. The provisions of clause (viii) of the Order regarding maintenance of cost records under clause

(d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 are not applicable to the Company.

ix. a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax and other material Statutory dues applicable to it. However, according to the information & explanations given to us, the provisions of Employees State Insurance, Sales Tax, Custom Duty & Excise Duty are not applicable to the Company in view of its nature of business.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues applicable to the company as stated above were in arrears as at the last day of the financial year for a period of more than six months from the date they became payable.

c) According to the books of account and records as produced and examined by us in accordance with the generally accepted auditing practices in India and information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current year. However there were no cash losses in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

xii. Based on our examination of documents and records and as per information & explanations given to

us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion the company is not a chit fund or nidhi/mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

xiv. In our opinion, the Company has kept proper records of transactions and contracts of dealing or trading in shares and timely entries have been made therein. The shares and other investments have been held by the Company in its own name.

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

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

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

xviii. According to the information & explanations given to us, no preferential allotment of shares has been made by the company to parties and companies covered in the Register maintained under Section 301 of the Companies Act.

xix. According to the information & explanations given to us, no debentures have been issued by the company during the year.

xx. Based on our examination of books and records of the company, no public issue was made by the company during the year.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor have we been informed by the management of any such instance being noticed or reported during the year.

For JAGDISH SAPRA & COMPANY FIRM REGISTRATION NO.001378N CHARTERED ACCOUNTANTS

NEW DELHI. (VIPAL KALRA) DATED : 30-05-2012 PARTNER M.NO.084583

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Mar 31, 2011

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

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

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

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

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

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

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

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

v. On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; on the said date,

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

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

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

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

ANNEXURE

(Referred to in paragraph 3 of Auditors' Report of even date)

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

b) The Fixed Assets except those on Lease have been physically verified by the management at the end of the year which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

c) No assets were disposed off during the year. Hence the provision of paragraph 4(i)(c) of the Order are not applicable.

ii.) As per information and explanations given to us and taking into consideration the nature of business, clauses (ii) (a) regarding physical verification of inventories and its frequency, (ii) (b) regarding procedures of physical verification of inventories and (ii) (c) regarding maintenance of records of inventory and discrepancies noticed on verification between physical stocks and book records are not applicable to the Company.

iii. a) The company has granted unsecured loans to two companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2535684/- and balance of Rs. 2535684/- was outstanding at the year end.

b) In our opinion, the rate of interest and other terms and conditions on which the loans were given to the parties are not prima facie prejudicial to the interest of the company.

c) The parties are repaying the principal amount as stipulated and have been regular in repayment of interest.

d) There is no overdue amount of loans granted to the companies listed in the Register maintained under section 301 of the Companies Act, 1956.

e) The company has taken unsecured loans from a director, twenty seven relatives and from two companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,87,25,000/- and balance of Rs. 1,32,60,000/- was outstanding at the year end.

f) In our opinion, the rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

g) The company is regular in repayment of principal amount and interest on the above loans.

h) There is no overdue amount of loans taken from companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

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

v. a) According to the information & explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the Register required to be maintained under that Section. .

b) In our opinion and according to the information and explanations given to us, the loan 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 Lakhs in respect of any party during the year have been made at interest rates which are reasonable having regard to prevailing market rates at the relevant time.

vi. In our opinion and according to the information and explanations given to us, as the company does not hold any deposits other than from directors and relatives of directors, the provisions of Sections 58A and 58AA of the Companies Act, 1956, other relevant provisions of the Act and the Rules framed there under in respect thereof are not applicable to the company as the company does not hold any deposits other than from directors and relatives of directors.

vii. In our opinion, the Internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the company and nature of its business.

viii. The provisions of clause (viii) of the Order regarding maintenance of cost records under clause (d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 are not applicable to the Company.

ix. a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax and other material Statutory dues applicable to it. However, according to the information & explanations given to us, the provisions of Employees State Insurance, Sales Tax, Custom Duty & Excise Duty are not applicable to the Company in view of its nature of business.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues applicable to the company as stated above were in arrears as at the last day of the financial year for a period of more than six months from the date they became payable.

c) According to the books of account and records as produced and examined by us in accordance with the generally accepted auditing practices in India and information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current 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 repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

xii. Based on our examination of documents and records and as per information & explanations given to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion the company is not a chit fund or nidhi/mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

xiv. In our opinion, the Company has kept proper records of transactions and contracts of dealing or trading in shares and timely entries have been made therein. The shares and other investments have been held by the Company in its own name.

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

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

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

xviii. According to the information & explanations given to us, no preferential allotment of shares has been made by the company to parties and companies covered in the Register maintained under Section 301 of the Companies Act.

xix. According to the information & explanations given to us, no debentures have been issued by the company during the year.

xx. Based on our examination of books and records of the company, no public issue was made by the company during the year.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor have we been informed by the management of any such instance being noticed or reported during the year.

For JAGDISH SAPRA & COMPANY

FIRM REGISTRATION NO.001378N

CHARTERED ACCOUNTANTS

NEW DELHI. (VIPAL KALRA)

DATED : 15-07-2010 PARTNER

M.NO.084583

---

Mar 31, 2010

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

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

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE (Referred to in paragraph 3 of Auditors Report of even date)

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

b) The Fixed Assets except those on Lease have been physically verified by the management at the end of the year which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

c) No assets were disposed off during the year. Hence the provision of paragraph 4(i)(c) of the Order are not applicable.

ii.) As per information and explanations given to us and taking into consideration the nature of business, clauses (ii) (a) regarding physical verification of inventories and its frequency, (ii) (b) regarding procedures of physical verification of inventories and (ii) (c) regarding maintenance of records of inventory and discrepancies noticed on verification between physical stocks and book records are not applicable to the Company.

iii. a) The company has granted unsecured loans to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 8842724/- and balance of Rs. 1634191/- was outstanding at the year end.

b) In our opinion, the rate of interest and other terms and conditions on which the loans were given to the parties are not prima facie prejudicial to the interest of the company.

c) The parties are repaying the principal amount as stipulated and have been regular in repayment of interest.

d) There is no overdue amount of loans granted to the companies listed in the Register maintained under section 301 of the Companies Act, 1956.

e) The company has taken unsecured loans from a director, thirty four relatives and from two companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 65925192/- and balance of Rs. 37972000/- was outstanding at the year end.

f) In our opinion, the rate of interest and other terms & conditions of loans taken by the company are not prima facie prejudicial to the interest of the company.

g) The company is regular in repayment of principal amount and interest on the above loans.

h) There is no overdue amount of loans taken from companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

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

v. a) According to the information & explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the Register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the loan 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 Lakhs in respect of any party during the year have been made at interest rates which are reasonable having regard to prevailing market rates at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve bank of India, provisions of sections 58A and 58Act of the Companies Act, 1956, relevant provisions of the Act and the Rules framed thereunder in respect of deposits accepted from the public except that liquid assets required to be maintained on the basis of public deposits outstanding on 30.09.2009 for the quarter ended march 2010 were short by Rs 857021/. No order has been passed by the Company Law Board or National Company Law Tribunal or any Court or any other Tribunal.

vii. In our opinion, the Internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the company and nature of its business.

viii. The provisions of clause (viii) of the Order regarding maintenance of cost records under clause (d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 are not applicable to the Company.

ix. a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax and other material Statutory dues applicable to it. However, according to the information & explanations given to us, the provisions of Employees State Insurance, Sales Tax, Custom Duty & Excise Duty are not applicable to the Company in view of its nature of business.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues applicable to the company as stated above were in arrears as at the last day of the financial year for a period of more than six months from the date they became payable.

c) According to the books of account and records as produced and examined by us in accordance with the generally accepted auditing practices in India and information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current 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 repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

xii. Based on our examination of documents and records and as per information & explanations given to

us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion the company is not a chit fund or nidhi/mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

xiv. In our opinion, the Company has kept proper records of transactions and contracts of dealing or trading in shares and timely entries have been made therein. The shares and other investments have been held by the Company in its own name.

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

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

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

xviii. According to the information & explanations given to us, no preferential allotment of shares has been made by the company to parties and companies covered in the Register maintained under Section 301 of the Companies Act.

xix. According to the information & explanations given to us, no debentures have been issued by the company during the year.

xx. Based on our examination of books and records of the company, no public issue was made by the company during the year.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor have we been informed by the management of any such instance being noticed or reported during the year.

For JAGDISH SAPRA & CO.

CHARTERED ACCOUNTANTS

PLACE : NEW DELHI (VIPAL KALRA)

DATED : 20.04.2010 PARTNER

M.NO.084583