Auditor Report of Kairosoft AI Solutions Ltd.

Mar 31, 2024

We have audited the Standalone financial statements of Pankaj Piyush Trade and Investment
muted (the company ) which comprise the balance sheet as at March 31, 2024, and 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, except

for the effects of the matter described in the Basis for Qualified Opinion section of our report the

aforesaid Standalone financial statements:

a) give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and
bj 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 March 31, 2024, and its loss and total comprehensive income, changes
in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As per RBI circular dated 8 April 1999, in case of a company if the financial assets are more than 50%
o its Total Assets (Netted off by Intangible asset) and income from Financial asset is more than 50% of
Cross income of the company, the company should get itself registered as NBFC u/s 45-IA of Reserve
Bank Of India, 1934.

During the Financial Year ended March 2024, the company is satisfying both the criteria as
mentioned in above RBI Circular however it has not been registered with RBI as NBFC.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on
u iting (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 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the Standalone Financial Statements of the current period. These matters were addressed
in the context ofour audit of the Standalone Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. There were no key audit matters
that need to be communicated in our report.

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

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

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

In connection with our audit of the Standalone financial statements, our responsibility is to iead the
other information and, in doing so, consider whether the other information is materially inconsistent
with the Standalone 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.

Responsibilities of Management and Those Charged with Governance for the Standalone
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 Standalone 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 Indian accounting Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

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

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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the financial statements 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 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 are 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 ol 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 Companies Act.
2013, we are also responsible for expressing our opinion on whether the company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use ol 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 a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone 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 (ij planning the scope of our audit work and in evaluating the results of our work; and 00 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 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.

/^T/ X n\

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 and the Statement of Change in Equity dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting
Standards (Ind AS) 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 March 31, 2024, taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from
being appointed as a director in terms of Section 164 (2) of the Act.

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

(g) The matter described in Basis for Qualified Opinion above may have adverse impact on the
functioning of the company.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended:

The Company has not paid any remuneration to its Managing director.

(i) 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 does not have any pending litigations which would impact its financial position.

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^^f^Fgnsferred to the Investor Education and
Protection Fund by the Company.

(i) The management has represented that, to the best of its knowledge and belief, other tnan 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, that
Company had 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 their notice that has caused them to believe that the
representations under sub-clause (i) and (ii) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 for maintaining books of account
using accounting software which has a feature of recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014 for the financial year ended March 31, 2024 is as
follows:

• Based on our examination, which included test checks, the company, have used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility from within the year and the same has not been operated throughout the year for all
relevant transactions recorded in the software and it was implemented from 14^th December 2023.
Further, during the course of our audit, we did not come across any instance of audit trail feature
being tampered with once implemented from 14^th December 2023.

• As provision 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 Ajay Rattan & Co.

Chartered Accountants
fFirm Registration No.012063N

\\ _____

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CA. Varun Garg ^v —s''S'' Place: New Delhi

^Partner Dated: May 30,2024

Membership No. 523588

UD1N: ZW523-5g8£>K(HywP3302-

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Mar 31, 2015

We have audited the accompanying financial statements of PANKAJ PIYUSH TRADE AND INVESTMENT LIMITED, which comprise the Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place the adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis of Qualified Opinion

The Company has not charged depreciation during the year to the extent of Rs. 2,04,776/-(approx) on Office Premises, being not in accordance with the requirement of Schedule- II of the Companies Act, 2013 thereby resulted in overstatement of profit by such amount.

Qualified Opinion

In our opinion and to the best of our information and the explanations given to us, except for the effects of the mater described in the 'Basis of Qualified Opinion' paragraph, 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 accounting principles generally accepted in India of the state of affairs of the company as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (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 does not have any pending litigations in its financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses. However, company does not enter into any longterm contracts including derivative during the specified period;

iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund.

g) As required by the Companies (Auditors' Report) Order 2015 (the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the 'Annexure' a statement on the matters specified in paragraphs 3 and 4 of the Order.

"ANNEXURE" TO THE AUDITOR'S REPORT (As referred in paragraphs of our report)

(i) In respect of its fixed assets: -

(a) According to information and explanations given to us, the company has maintained proper records showing the full particulars including quantitative details and situation of fixed assets; and

(b) According to information and explanation given to us, fixed assets of the Company has been physically verified by its management once during the year which in our opinion, is reasonable having regard to size of business and nature of fixed assets. We have been informed that no material discrepancies have been noticed by the management on such verification; and

(ii) In respect of its Inventories: -

(a) As per information, physical verification of inventories has been conducted once at the end of year which in our opinion is reasonable having regard to size and nature of business; and

(b) According to information and explanations given to us, the procedure followed by the management at the time of physical verification of inventories is reasonable and adequate in relation to size of the Company and nature of its business; and

(c) According to information and explanations given to us, the Company is maintaining proper records of inventories and we have been informed that no material discrepancies were noticed on physical verification;

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii(a) and iii(b) of the order are not applicable to the Company;

(iv) In our opinion and according to the 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 the purchase of fixed assets and for sale of goods or supply of services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls;

(v) According to information and explanations given to us, the Company has not accepted public deposits and the provision of section 73 to 76 or other relevant provisions of the Companies Act, 2013 and rules framed thereunder are not applicable to the Company;

(vi) Maintenance of cost records as prescribed under section 148(1) of the Companies Act, 2013 are not applicable to the company;

(vii) In respect of timely deposit of statutory dues as applicable to Company: -

(a) The company is generally regular in payment of its undisputed statutory dues such as Income Tax, Provident Fund, Wealth Tax, Service Tax and other statutory dues as applicable, to the appropriate authorities. There are no statutory dues outstanding as on last day of financial year for a period of more than six months from the date they became payable; and

(b) According to information and explanations given to us, there is no outstanding statutory dues on the part of Company which is not deposited on account of dispute;

(c) According to information and explanations given to us, Company is not required to transfer any amount to Investor Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 and rules made thereunder to transfer such fund.

(viii) According to information and explanations given to us, the company does not have any accumulated losses and the Company has not incurred any cash losses during the financial year covered by this report and immediately preceding financial year;

(ix) According to information and explanation given to us, the company has not defaulted in repayment of dues to any bank or financial institution;

(x) According to information and explanation given to us, the Company has not given guarantee for loan taken by others from bank or financial institutions;

(xi) According to information and explanation given to us, Company has not obtained any term loan during the year and no term loans are outstanding on the Company at the end of year;

(xii) During the course of our examination of books of accounts and according to information and explanation given to us, no fraud on or by the company has been noticed or informed during the year.

Signed for the purpose of identification

Sd/-

FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E

Sd/-

O.P. Pareek Partner Membership No. 014238

New Delhi, the 29th day of May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Pankaj Piyush Trade and Investment Limited (''the company1) which comprise the balance sheet as at 31st March 2014, the statement of the profit and loss and the cash flow statement for the year then ended, and a summary of the 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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 Institute of Chartered Accountant of India. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain the reasonable assurance about whether the financial statements are free from material misstatements.

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 assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 audit opinion.

Opinion

In our opinion and best to our information and according to the explanations given to us, the financial statements read together with notes thereon give the information required by 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 the affairs of the company as at 315t March 2014,

b. In case of the statement of the profit and loss, of the profit for the year ended on that date.

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

Report on other leeal and the regulatory requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 purposes of our audit;

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

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

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section(3C) of section211 of the Companies Act,1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

Annexure to Auditors Report

Referred to in paragraph 1 of the Our Report of even date to the members of Pankaj Piyush Trade and Investment Limited (''the company'') on the accounts of the company for the year ended 31st March, 2014.

1. In respect of its fixed assets:

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c} In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. in respect of its inventories:

a) The inventories have been physically verified during the year 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) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

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

a) In our opinion, and according to the information and explanation given to us, the company has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements as per clause {iii} (e) of paragraph 4 of the order are not applicable in case of the company.

b) The Company has not taken any loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements as per clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable in case of the company.

4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods or services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. As explained and according to information given to us there has not been any contract or arrangement referred to in section 301 of the Act, particulars of which need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company not accepted any deposits from public within the meaning of sections 58A, 58AA and other relevant provisions of the Companies Act 1956,. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. The cost record maintained by the Companies {Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209{l)(d) of the Companies Act, 1956 are not applicable to the company.

9. In respect of statutory dues:

a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of the aforesaid statutory dues were outstanding as at 31.03.2014 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no outstanding statutory dues on the part of company which is not deposited on account of dispute,

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

11. On the basis of books and records examined by us and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, Banks or debenture holders during the year.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.

13. The Company is not a chit fund, nidhi or mutual benefit society. Therefore, the provisions of clause (xiii) ot paragraph 4 of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments held by the company, in it''s own name,

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions.

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

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanations given to us no preferential allotment of shares has been made by the company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the company.

20. As explained to us, the Company has not raised any money through a public issue during the year.

21. According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.



FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E

Sd/- O.P. Pareek Partner Membership No. 014238

New Delhi, the 29th day of May 2014

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Mar 31, 2012

We have audited the attached Balance sheet as at 31st March, 2012 and also the Profit and Loss Account & the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsiblilty 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 examine, 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 evaluation the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

(iii) The balance Sheet And Profit and Loss Account dealt with by this report are in agreement with the books of account

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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 records 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) section 274 of the Companies Act, 1956.

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

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

(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.

ANNEXURE TO AUDITOR'S REPORT (Referred to in paragraph (3) of our report of even date)

1. The company does not have any fixed assets during the year.

2. a) As informed and explained to us the stock-in-trade which includes shares and other securities etc(hereinafter collectively referred to as "stocks") have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b)In our opinion, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of business.

c) The Company generally maintains proper records of stocks. Further, as per the explanation provided to us by the management there are no material discrepancies as compared to the book records.

3. a)We are informed that the Company has not granted/taken any loans, secured or unsecured, from/to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 during the year.

b)The Company has not taken any loans or advances in nature of loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore reporting requirements as per clauses (iii) (e) to (iii) (g) of paragraph 4 of the order are not applicable in case of the Company.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business for the purchase of stocks and for the sale of stocks or services.

5. In our opinion and explained to us, there were no contract and arrangements referred in section 301 of the Companies Act, 1956 that need to be entered in register required to be maintained under that section.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of section 58A of the Companies Act, 1956 and ruled framed there on.

7. As per the explanation provided to us, the company have an internal Audit System in place.

8. The Company is not required to maintain cost records as under Section 209 (1) (d) of the Companies Act, 1956.

9. a) In our opinion and according to information and explanation given to us the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities in respect of Provident Fund, Employees State Insurance, Income-Tax, Wealth Tax, Investor Education and protection funds, profession tax, loyalty, cess and other material statutory dues applicable to except there were some delays on few occasion in payment of services tax Custom Duty, Sales tax, value added tax and excise duty.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Funds, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, custom Duty, Excise Duty, Service tax, cess which are outstanding as at 31.03.2012 for a period of more than six months from the date they became payable.

10. There are no accumulated losses at the end of the financial year and company has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not taken any loan from any financial institution or bank or debenture holder.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirements of item (xiii) of paragraph 4 of the order is not applicable to the Company.

14. The Company generally keeps records of its transactions and contracts in shares, securities, and timely entries have been made therein. The shares, securities, debentures and other investments held by the company are in it's own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions.

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

17. In our opinion the Company does not raised any funds on short-term basis.

18. According to the information and explanations given to us during the year no preferential allotment of shares has been made by the company by company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

20. In our opinion during the year the Company has not raised any money by public issue.

21. To the best of our knowledge and belief and According to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year that causes the financial statements to be materially misstated.

For J C KABRA & ASSOCIATES

Chartered Accountants

Firm Reg. No. 115749W

Sd/-

CA. J D Kabra

Partner

M.No.038525 Place: Mumbai

Date: 31.05.2012