Auditor Report of JMG Corporation Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of JMG Corporation Limited (“the Company”), which comprise the Balance Sheet as at 31^st March 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 ended on that date and notes to the financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, its profit (including Other Comprehensive Income), its cash flows and thechanges in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the financial statements 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 Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report.

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

The Company''s Management and Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility report, Corporate Governance and Shareholder’s Information, 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 conclusionthereon.

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

Management’s Responsibility for the Financial Statements

The Company’s Management and Board of Directors are 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraud sand other irregularities; selection and application of appropriate of 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

J Evaluate the appropriateness of accounting policies used and the reasonable ness of accounting estimates and related disclosures made by management.

J 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 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 amanner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefitsof 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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

e. On the basis of the written representations received from the directors as on 31^st 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal 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 withthe provisions of section 197 of the Act.

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

i. There are no pending litigations requiring disclosure of its impact on its financial position in its financial statement.

ii. There are no material foreseeable losses, on long-term contracts including derivative contracts requiring provisions.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief as disclosed in Note 31(a) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies)

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

(b) The Management has represented, that, to the best of its knowledge and belief as disclosed in Note 31(b) to the financial statements, 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;

(c) Based on the 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 as provided under (a) and (b) above, contain any material misstatement.

v. Based on our examination which included test checks, the company has used

an accounting software for maintaining its books of account 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 software. However, due to inherent limitation of the software, we are unable to comment whether there was any instance of the audit trail feature been tempered during the audit period.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1^st April 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 31^st March 2024.

For B S D & Co.

Chartered Accountants

Firm Registration No. 000312S

Sd/-

Sujata Sharma

Partner

Membership No. 087919

UDIN: 24087919BKEOEO5064

Place: New Delhi

Date: 28^th May 2024

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

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

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

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

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003 (as amended), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 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 during the course of audit, we annex hereto a statement on the matters specified in paragraphs 4&5 of the said Order to the extent to which they are applicable.

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

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

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

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance sheet, the Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.3.2014 from being appointed as a Director of the Company under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

a) in case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

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

c) In case of cash flow statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in paragraph 1 of the auditors'' report to the Members of JMG CORPORATION LIMITED on the accounts for the year ended March 31, 2014.

(i) a) The company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

b) The Fixed assets of the company have been physically verified by the management in accordance with a phased programme of verification adopted by the company during the year. No material discrepancies have been noticed on physical verification as confirmed by the management.

c) As per the information and records provided to us, the manufacturing division along with all its assets situated at Gurgaon has been disposed off by the Company during the year.

(ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the record of inventories, we are of the opinion that the company is maintaining proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of stock as compared to books stock.

(iii) a) According to the information and explanations given to us, the company had not taken any unsecured

loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956. The loan outstanding amounting to Rs. 41 Lacs at the beginning of the year from the party covered under section 301 of the Companies Act, 1956 has been paid off during the year.

b) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, are not prima facie, prejudicial to the interest of the company.

(iv) On the basis of checks carried out during the course of audit and as per explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b) In our opinion and according to information and explanations given to us, there is no transactions in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) On the basis of our scrutiny of the company''s record and according to information and explanations provided by the management, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Act.

(vii) The Company has an internal audit system which is commensurate with the size of the Company and nature of its business.

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

(ix) a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, sales tax income tax, service tax and other material statutory dues applicable to it. As explained to us, the Employee''s Insurance Scheme is not applicable to the Company.

b) According to the information and explanations given to us, no undisputed amount payable in respect of sales tax, income tax, service tax and cess were in arrear, as on March, 31,2014 for a period of more than six months from the date they become payable.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not defaulted during the year in repayment of dues to Banks/Financial institutions.

(xii) As per records of the company and according to the information and explanations provided by the management, the company has not granted any loans and advances on the basis of security by way of pledge of share debentures and other securities, paragraph 4 (xii) of the order is not applicable.

(xiii) As Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

(xiv) As per records of the company and according to the information and explanations provided by the management, the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the order is not applicable.

(xv) According to the information and explanations provided by the Management, the Company has not given any guarantees for loans taken by others from banks, paragraph 4 (xv) of the order is not applicable.

(xvi) The Company has not taken any term loan, paragraph 4(xvi) of the order is not applicable.

(xvii) According to the information and explanations given to us and on the basis of our overall examination of the Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The company has not made any preferential allotment to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) As the company has not issued any debentures, paragraph 4(xix) of the order is not applicable.

(xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the order is not applicable.

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

FOR ANDROS & COMPANY CHARTERED ACCOUNTANTS

Sd/- PLACE : New Delhi (CA SANJEEV GUPTA) DATE : 14-08-2014 PARTNER Membership No. 092264 FRN : 008976N

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of JMG CORPORATION LIMITED (FORMERLY IRPLAST ADHESIVES INDIA LIMITED) ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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

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

Auditor''s Responsibility

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

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

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

We report that 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, 2013;

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

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003(as amended), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 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 during the course of audit, we annex hereto a statement on the matters specified in paragraphs 4&5 of the said Order to the extent to which they are applicable.

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

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

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

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance sheet, the Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.3.2013 from being appointed as a Director of the Company under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

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

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

c) In case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in paragraph 1 of the auditors'' report to the Members of JMG CORPORATION LIMITED (formerly IRPLAST ADHESIVES INDIA LIMITED) on the accounts for the year ended March 31, 2013.

(i) a) The company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets of Trading Division.

b) A major portion of the fixed assets have been physically verified by the management in accordance with a phased programme of verification adopted by the company during the year. No material discrepancies have been noticed on physical verification as confirmed by the management.

c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed off by the Company during the year.

(ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the record of inventories, we are of the opinion that the company is maintaining proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of stock as compared to books stock.

(iii) a) According to the information and explanations given to us, the company had taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The year end balance of loans taken from such parties was Rs. 41 Lacs.

b) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, are not prima facie, prejudicial to the interest of the company.

(iv) On the basis of checks carried out during the course of audit and as per explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b) In our opinion and according to information and explanations given to us, there is no transactions in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) On the basis of our scrutiny of the company''s record and according to information and explanations provided by the management, in our opinion, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Act.

(vii) The Company has an adequate internal audit system which is commensurate with its size and nature of its business.

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

(ix) a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, sales tax, income tax, service tax, and other material statutory dues applicable to it. As explained to us the Employee''s Insurance Scheme is not applicable to the Company.

b) According to the information and explanations given to us, no undisputed amount payable in respect of sales tax, income tax, service tax, and cess were in arrear as on March, 31, 2013 for a period of more than six months from the date they become payable.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not defaulted during the year in repayment of dues to Banks/Financial institutions.

(xii) As per records of the company and according to the information and explanations provided by the management, company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities, paragraph 4 (xii) of the order is not applicable.

(xiii) As Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

(xiv) As per records of the company and according to the information and explanations provided by the management, Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the order is not applicable.

(xv) According to the information and explanations provided by the Management, Company has not given any guarantees for loans taken by others from banks, paragraph 4 (xv) of the order is not applicable.

(xvi) The Company has not taken any term loan, paragraph 4(xvi) of the order is not applicable.

(xvii) According to the information and explanations given to us and on the basis of our overall examination of the Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment basis.

(xviii) The company has made preferential allotment of 1940789 shares to Mr Pramod Kumar Nanda, covered in the register maintained under section 301 of the Act, for Rs. 3.04 each including the premium of Rs. 0.54. The price consideration is as per the SEBI norms.

(xix) As the company has not issued any debentures, paragraph 4(xix) of the order is not applicable.

(xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the order is not applicable.

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

FOR ANDROS & CO.

CHARTERED ACCOUNTANTS

Sd/-

PLACE : New Delhi (CA SANJEEV GUPTA)

DATE : 030-05-2013 PARTNER

---

Mar 31, 2012

We have audited the attached Balance Sheet of JMG CORPORATION LIMITED formerly IRPLAST ADHESIVES INDIA LIMITED as at 31st March, 2012 and the Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit. We report as under:

1. 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 provide a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order 2003(as amended), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 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 during the course of audit, we annex hereto a statement on the matters specified in paragraphs 4&5 of the said Order to the extent to which they are applicable.

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

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

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

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

d. In our opinion, the Balance sheet, the Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e. On the basis of written representation received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.3.2012 from being appointed as a Director of the Company under 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 accounts read with notes thereon give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

ii) In the case of the Profit & Loss Account, of the loss for the year ended on that date.

iii) In case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT

Annexure referred to in paragraph 2 of the auditors' report to the Members of JMG CORPORATION LIMITED (formerly IRPLAST ADHESIVES INDIA LIMITED) on the accounts for the year ended March 31, 2012.

(i) a) The company has maintained proper records to show full particulars including quantitative details and situation of fixed assets of Trading Division.

b) A major portion of the fixed assets have been physically verified by the management in accordance with a phased programme of verification adopted by the company during the year. No material discrepancies have been noticed on physical verification as confirmed by the management.

c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed off by the Company during the year.

(ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the record of inventories, we are of the opinion that, the company is maintaining proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of stock as compared to books stock.

(iii) a) According to the information and explanations given to us, the company had taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The year end balance of loans taken from such parties was Rs. 59|Lacs.

b) According to the information and explanations given to us the company has not granted any loans, secured or unsecured to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, are not prima facie, prejudicial to the interest of the company.

(iv) On the basis of checks carried out during the course of audit and as per explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b) In our opinion and according to information and explanations given to us, there are no transactions in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) On the basis of our scrutiny of the company's record and according to information and explanations provided by the management, in our opinion the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Act.

(vii) The Company has an internal audit system, which needs to be strengthened and its scope be extended to make it commensurate with the size of the Company and nature of its business.

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

(ix) a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, sales tax, income tax, service tax and other material statutory dues applicable to it. As explained to us the Employee's Insurance Scheme is not applicable to the Company.

b) According to the information and explanations given to us, no undisputed amount payable in respect of sales tax, income tax, service tax and cess were in arrear, as on March, 31, 2012 for a period of more than six months from the date they become payable.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not defaulted during the year in repayment of dues to Banks/Financial institutions.

(xii) As per records of the company and according to the information and explanations provided by the management, company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the order is not applicable.

(xiii) As Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

(xiv) As per records of the company and according to the information and explanations provided by the management, Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the order is not applicable.

(xv) According to the information and explanations provided by the Management Company has not given any guarantees for loans taken by others from banks, paragraph 4 (xv) of the order is not applicable.

(xvi) The Company has not taken any term loan, paragraph 4(xvi) of the order is not applicable.

(xvii) According to the information and explanations given to us and on the basis of our overall examination of the Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment basis.

(xviii) As the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the order is not applicable.

(xix) As the company has not issued any debentures, paragraph 4(xix) of the order is not applicable.

(xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the order is not applicable.

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

FOR ANDROS & COMPANY

CHARTERED ACCOUNTANTS



Sd/-

PLACE : New Delhi (CA SANJEEV GUPTA)

DATE : 20-06-2012 PARTNER

---

Mar 31, 2010

We have audited the attached Balance Sheet of JMG CORPORATION LIMITED formerly IRPLAST ADHESIVES INDIA LIMITED as at 31st March, 2010 and the Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We report as under:

1. 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 provide a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order 2003(as amended), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 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 during the course of audit, we annex hereto a statement on the matters specified in paragraphs 4&5 of the said Order to the extent to which they are applicable.

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

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

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

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

d. In our opinion, the Balance sheet, the Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e. On the basis of written representation received from Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.3.2010 from being appointed as a Director of the Company under 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 accounts read with notes thereon give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

iii) In case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 2 of the auditors report to the Members of JMG CORPORATION LIMITED (formerly IRPLAST ADHESIVES INDIA LIMITED) on the accounts for the year ended March 31, 2010.

(i) a) The company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets of Trading Division.

b) A major portion of the fixed assets have been physically verified by the management in accordance with a phased programme of verification adopted by the company during the year. No material discrepancies have been noticed on physical verification as confirmed by the management.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. However an assessment is made for impairment of Fixed Assets and impairment loss amounting to Rs.1.03 was provided out of Profit and Loss Account.

(ii) a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the record of inventories, we are of the opinion that, the company is maintaining proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of stock as compared to books stock.

(iii) a) According to the information and explanations given to us, the company had taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The year end balance of loans taken from such parties was Rs.134 lacs.

b) According to the information and explanations given to us the company has not granted any loans, secured or unsecured to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion the rate of interest and other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, are not prima facie, prejudicial to the interest of the company.

(iv) On the basis of checks carried out during the course of audit and as per explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that the transactions that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to information and explanations given to us there is no transactions in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding during the year the value of Five lacs rupees have been made.

(vi) On the basis of our scrutiny of the companys record and according to information and explanations provided by the management in our opinion the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Act.

(vii) The Company has an internal audit system, which needs to be strengthened and its scope be extended to make it commensurate with the size of the Company and nature of its business.

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

(ix) a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, sales tax income tax, service tax, and other material statutory dues applicable to it. As explained to us the Employees Insurance Scheme is not applicable to the Company. b) According to the information and explanations given to us, no undisputed amount payable in respect of sales tax, income tax, service tax, and cess were in arrear, as on March, 31, 2010 for a period of more than six months from the date they become payable.

(x) The accumulated losses of the company are less than fifty percent of its net worth as at 31st March, 2010. The company has not incurred Cash losses during the year, and in the immediately proceeding Financial Year.

(xi) Based on our audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that the Company has not defaulted during the year in repayment of dues to Banks/Financial institutions.

(xii) As per record of the company and according to the information and explanations provided by the management company has not granted any loans and advances on the basis of security by way of pledge of share debentures and other securities, paragraph 4

(xii) of the order is not applicable.

(xiii) As Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4

(xiii) of the order is not applicable.

(xiv) As per record of the company and according to the information and explanations provided by the management Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4

(xiv) of the order is not applicable.

(xv) According to the information and explanations provided by the Management Company has not given any guarantees for loans taken by others from banks, paragraph 4

(xv) of the order is not applicable.

(xvi) The Company has not taken any term loan, paragraph 4(xvi) of the order is not applicable.

(xvii) According to the information and explanations given to us and on the basis of our overall examination of the Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment basis.

(xviii) As the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the order is not applicable.

(xix) As the company has not issued any debentures, paragraph 4(xix) of the order is not applicable.

(xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the order is not applicable.

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

FOR MAPASA & COMPANY

CHARTERED ACCOUNTANTS

PLACE : New Delhi (CA MEGHA AGARWAL)

DATE: 23.08.2010 PARTNER