Auditor Report of LWS Knitwear Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of LWS Knitwear Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 March 31, 2024, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act 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 standalone financial statements.

EMPHASIS OF MATTER

1. The Company has made some loans and advances earlier which is considered good and outstand for more than three years but not made any provisions for ECL .

2. We draw attention to Notes No-38 to the financial statements, which describes that balances of parties under Trade Payables, Other Current Liabilities, Long Term Loans & Advances, Trade Receivables, Short Term Loans & Advances and Other Current Assets are subject to confirmation as none of the balance confirmations have been received during the course of audit.

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 for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no Key audit matters to communicate in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Company’s Management and Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Management and 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 state of affairs, profit/loss and other comprehensive income, change in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 for ensuring 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 standalone 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

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

• Obtain an understanding of internal 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.

• 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 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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 (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 identify during our audit.

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 issued by the

Central Government of India in terms of Section 143 (11) of the Companies Act,

2013, we give in the "Annexure A” a statement on the matters specified in

paragraphs 3 & 4 of the order to the extant applicable.

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

I. 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.

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 except for the matters (if any) stated below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014.

III. The standalone Balance Sheet, standalone Statement of Profit and Loss (including other comprehensive income), the standalone statement of change in equity and the statement of Cash Flow dealt with by this report are in agreement with the relevant books of account.

IV. 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.

V. On the basis of written representations received from the directors as on 1st April, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

VI. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(II) above on reporting under section 143(3)(b) of the Act and paragraph 2(VIII(5)) below on reporting under Rule 11 (g) of the Companies (Audit & Auditors) Rule 2014.

VII. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A”; Our report express an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial controls over financial reporting.

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

1. The Company has disclosed the impact of pending litigations if any as at 31st March, 2024 on its financial position in its standalone Ind AS financial statements -Refer Note 37 to the standalone Ind AS financial statements;

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

3. There has been no amount which required to be transferred to the Investor Education and Protection Fund by the Company.

4. (a) The Management has represented that, to the best of its

knowledge and belief, other than as disclosed in the note to the Standalone Financial Statements, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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 under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

5. The company has neither declared nor paid any dividend during the year as well as current year.

6. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

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

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

IX. 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, in our opinion to the best of our information and accordance to the explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

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 B” a statement on the matters specified in paragraphs 3 and 4 of the Order

For Parmod G Gupta & Associates,

Chartered Accountants,

(Parmod Gupta)

Partner

M. No - 096109

Date: 29.05.2024 Place: Ludhiana

UDIN NO. : 24096109BKDSAL3183

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. LWS KNITWEAR LIMITED, G.T. ROAD (WEST), LUDHIANA which comprise the Balance Sheet as at 31.03.2014, the statement of Profit & Loss Account & Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory statements.

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 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 the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

c. the balance sheet, statement of profit and loss and cash flow statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 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 written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDIT REPORT FOR THE YEAR ENDING 31.03.2014.

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

(1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, which are in process of up- dation/completion.

(b) As explained to us, the fixed assets have been physically verified by the management according to the phased programme. Pursuant to programme, physical verification of the fixed assets was carried out during the period by the management and discrepancies noticed were not material.

(c) No Substantial part of the fixed assets has been disposed during the year.

(2) (a) The inventories have been physically verified by the management during the year at reasonable intervals.

(b) In our opinion and according to the information & explanations given to us, the proceeds of physical verification followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

(c) The company has maintained stock records of inventories and discrepancies noticed on physical verification were not material.

(3) (a) The Company has not taken any loans (secured or unsecured) from Shareholders/other parties covered under Section 301 of the Companies Act, 1956. The company has not granted loans to companies, firms and other parties covered under section 301 of the Act.

(b) N.A.

(c) N.A.

(d) There is no overdue amount in respect of loans taken by the company.

(4) In our opinion and according to information provided to us, there are adequate internal control procedures commensurate with the size of the company and nature of the business for the purchase of the inventory and fixed assets of the company and for the sale of the goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

(5) (a) According to the information and explanation given to us and audit in accordance with generally accepted auditing practices, in our opinion, the transactions that need to be entered into the register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions with parties as stated in para 5(a) above, with whom transactions exceeding Rs.5,00,000/- have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As per the information and documents provided to us, during the year the company has not accepted any deposits from the public as defined under section 58A and 58AA of the Companies Act 1956, and the rules framed there under.

(7) In our opinion the company has an internal audit system commensurate with the size and nature of the business.

(8) During the year under review, Maintenance of Cost records under section 209(1) of the Companies Act, 1956, is not applicable to company.

(9) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are applicable to it. According to the information and explanation given to us, disputed amount payable in respect of the statutory dues which are remained outstanding as at 31.03.2014 for a period more than 6 months is Nil.

(b) According to the records and information and explanations given to us, there are dues of Rs. Nil in respect of P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues that have not been deposited on account of dispute.

(10) The company has neither any accumulated losses nor has incurred any cash losses in the current financial year.

(11) Based on our audit procedures and on the information and explanations provided by the management, the company has not defaulted in repayment of dues to bank. There were no dues to debenture holders during the year.

(12) According to the information and explanations provided to us and based on the documents and records produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) Clause (xiii) is not applicable to the company as the company is not a Chit fund company or nidhi/mutual benefit fund/society.

(14) In our opinion and according to information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the company.

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

(16) According to information and explanations given to us, the no term loan has been availed during the year under review.

(17) According to information and explanations given to us, and on overall examination of the Balance Sheet of the company, we are of the opinion that the company has not used funds raised on short term basis for long term investments and vice versa.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

(19) No debentures have been issued / outstanding during the year hence the provision of clause (xix) of the said order is not applicable.

(20) The company has not raised money by public issues during the year.

(21) Based on the audited procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR RAJESH K. SHARMA & ASSOCIATES CHARTERED ACCOUNTANTS

Date : 30.05.2014 Place : Ludhiana Sd/- (RAJESH SHARMA) PARTNER

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. LWS KNITWEAR LTD., LUDHIANA and also Profit & Loss Account & Cash Flow Statement for the year ended 31.03.2012 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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and other Companies (Auditors Report) Order 2005, issued by the Central Govt, of India in terms of Section 227(4A) of the Companies Act, 1956, we annexe a statement on the relevant matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in annexure referred to above, we report that:

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

(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 referred to by this report are in agreement with the books of account of the company.

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

(e) The Directors are not disqualified as on 31.03.2012 for being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,

(f) In our opinion and to the best of our information and according to the explanations given to us and subject to the notes on accounts given at, Annexure XVII, the said accounts read together with the notes thereon give the information required by the Companies Act,1956 in the manner so required and give a true and fair view:

(i) In the case of the Balance Sheet of the State if affairs of the company as at 31.03.2012 and; (ii) In the case of Profit & Loss Account of the profits for the year ended on that date and; (iii) In the case of the Cash Flow Statement, of the Cash Flows for the period ended on that date.

ANNEXURE TO AUDIT REPORT FOR THE YEAR ENDING 31.03.2012.

As required by the Manufacturing and Other Companies (Auditor's Report) order, 2004, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:

(1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, which are in process of up-dation/completion.

(b) As explained to us, the fixed assets have been physically verified by the management according to the phased programme. Pursuant to programme, physical verification of the fixed assets was carried out during the period by the management and discrepancies noticed were not material.

(c) No Substantial part of the fixed assets has been disposed during the year.

(2) (a) The inventories have been physically verified by the management during the year at reasonable intervals.

(b) In our opinion and according to the information & explanations given to us, the proceeds of physical verification followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

(c) The company has maintained stock records of inventories and discrepancies noticed on physical verification were not material.

(3) (a) The Company has not taken any loans (secured or unsecured) from Shareholders/other parties covered

under Section 301 of the Companies Act, 1956. However the company has granted loans to companies, firms and other parties covered under section 301 of the Act.

(b) N.A.

(c) N.A.

(d) There is no overdue amount in respect of loans taken by the company.

(4) In our opinion and according to information provided to us, there are adequate internal control procedures commensurate with the size of the company and nature of the business for the purchase of the inventory and fixed assets of the company and for the sale of the goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

(5) (a) According to the information and explanation given to us and audit in accordance with generally accepted

auditing practices, in our opinion, the transactions that need to be entered into the register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions with parties as stated in para 5(a) above, with whom transactions exceeding Rs. 5,00,000/- have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As per the information and documents provided to us, during the year the company has not accepted any deposits from the public as defined under section 58A and 58AA of the Companies Act 1956, and the rules framed there under.

(7) In our opinion the company has an internal audit system commensurate with the size and nature of the business.

(8) During the year under review, Maintenance of Cost records under section 209(1) of the Companies Act, 1956, is not applicable to company.

(9) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are applicable to it. According to the information and explanation given to us, disputed amount payable in respect of the statutory dues which are remained outstanding as at 31.03.2012 for a period more than 6 months is Nil.

(b) According to the records and information and explanations given to us, there are dues of Rs. Nil in respect of P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues that have not been deposited on account of dispute.

(10) The company has neither any accumulated losses nor has incurred any cash losses in the current financial year.

(11) Based on our audit procedures and on the information and explanations provided by the management, the company has not defaulted in repayment of dues to bank. There were no dues to debenture holders during the year.

(12) According to the information and explanations provided to us and based on the documents and records produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) Clause (xiii) is not applicable to the company as the company is not a Chit fund company or nidhi/mutual benefit fund/society.

(14) In our opinion and according to information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the company.

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

(16) According to information and explanations given to us, the no term loan has been availed during the year under review.

(17) According to information and explanations given to us, and on overall examination of the Balance Sheet of the company, we are of the opinion that the company has not used funds raised on short term basis for long term investments and vice versa.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

(19) No debentures have been issued / outstanding during the year hence the provision of clause (xix) of the said order is not applicable.

(20) The company has not raised money by public issues during the year.

(21) Based on the audited procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



FOR RAJESH K. SHARMA & ASSOCIATES

CHARTERED ACCOUNTANTS

Sd/

Place: LUDHIANA (RAJESH SHARMA)

Date : 25-08-2012 Partner

M.No. 092948

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. LWS KNITWEAR LTD., LUDHIANA and also Profit & Loss Account & Cash Flow Statement for the year ended 31.03.2010 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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and other Companies (Auditors Report) Order 2005, issued by the Central Govt, of India in terms of Section 227(4A) of the Companies Act, 1956, we annexe a statement on the relevant matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in annexure referred to above, we report that:

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

(b) In our opinion, proper books of 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 referred to by this report are in agreement with the books of account of the company.

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

(e) The Directors are not disqualified as on 31.03.2010 for being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,

(f) In our opinion and to the best of our information and according to the explanations given to us and subject to the notes on accounts given at, Annexure XVI, the said accounts read together with the notes thereon give the

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

(i) In the case of the Balance Sheet of the State if affairs of the company as at 31.03.2010 and;

(ii) In the case of Profit & Loss Account of the profits for the year ended on that date and;

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the period ended on that date.

ANNEXURE TO AUDIT REPORT FOR THE YEAR ENDING 31.03.2010. As required by the Manufacturing and Other Companies (Auditors Report) order,2004, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:-

(1) (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets, which are in process of up-dation/completion.

(b) As explained to us, the fixed assets have been physically verified by the management according to the phased programme. Pursuant to programme, physical verification of the fixed assets was carried out during the period by the management and discrepancies noticed were not material.

(c) No Substantial part of the fixed assets has been disposed during the year.

(2) (a) The inventories have been physically verified by the management during

the year at reasonable intervals.

(b) In our opinion and according to the information & explanations given to us, the proceeds of physical verification followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

(c) The company has not maintained stock records of inventories hence we are unable to give our opinion on this issue.

(3) (a) The Company has taken loans (secured or unsecured) aggregating to Rs. 259.06 lacs from Shareholders/other parties covered under Section 301 of the Companies Act, 1956. The company has also granted loans to companies, firms and other parties covered under section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the above said loans are taken free of interest; the principal amount is repayable on demand.

(c) In respect of loan taken from shareholders/directors, the principal amount is repayable on demand.

(d) There is no overdue amount in respect of loans taken by the company.

(4) In our opinion and according to information provided to us, there are adequate internal control procedures commensurate with the size of the company and nature of the business for the purchase of the inventory and fixed assets of the company and for the sale of the goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

(5) (a) According to the information and explanation given to us and audit in accordance with generally accepted auditing practices, in our opinion, the transactions that need to be entered into the register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions with parties as stated in para 5(a) above, with whom transactions exceeding Rs.5,00,000/- have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As per the information and documents provided to us, during the year the company has accepted deposits from the public as defined under section 58A and 58AA of the Companies Act 1956, and the rules framed there under.

(7) In our opinion the company has an internal audit system commensurate with the size and nature of the business.

(8) During the year under review, Maintenance of Cost records under section 209(1) of the Companies Act, 1956, is not applicable to company.

(9) (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are applicable to it. According to the information and explanation given to us, disputed amount payable in respect of the statutory dues which are remained outstanding as at 31.03.2010 for a period more than 6 months is Nil. (b) According to the records and information and explanations given to us, there are dues of Rs. Nil in respect of P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues that have not been deposited on account of dispute.

(10) The company has accumulated profits of Rs. 434.77 Lacs at the year ended 31.03.2010 and it has not incurred cash losses during the financial year under review.

(11) Based on our audit procedures and on the information and explanations provided by the management, the company has not defaulted in repayment of dues to bank. There were no dues to debenture holders during the year, however there was default in the repayment of the dues of financial institutions.

(12) According to the information and explanations provided to us and based on the documents and records produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) Clause (xiii) is not applicable to the company as the company is not a Chit fund company or nidhi/mutual benefit fund/society.

(14) In our opinion and according to information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the company.

(15) According to information and explanations given to us, the company has given guarantee for loans taken by others from the bank or financial institutions.

(16) According to information and explanations given to us, the no term loan has been availed during the year under review.

(17) According to information and explanations given to us, and on overall examination of the Balance Sheet of the company, we are of the opinion that the company has not used funds raised on short term basis for long term investments and vice versa.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 during the year.

(19) No debentures have been issued / outstanding during the year hence the provision of clause (xix) of the said order is not applicable.

(20) The company has not raised money by public issues during the year.

(21) Based on the audited procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Rajesh K. Sharma & Associates.

Chartered Accountants (Rajesh Sharma)

Date : 07.06.2010 Partner

Place : Ludhiana

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/s. LWS KNITWEAR LTD., LUDHIANA and also Profit & Loss Account & Cash Flow Statement for the year ended 31.03.2009 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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and other Companies (Auditors Report) Order 2005, issued by the Central Govt, of India in terms of Section 227(4A) of the Companies Act, 1956, we annexe a statement on the relevant matters specified in paragraph4&5 of the said order.

2. Further to our comments in annexure referred to above, we report that:

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

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

(c) The Balance Sheet, Profit & Loss Account and Cash Flov» Statement dealt with referred to by this report are in agreement with the books of account of the

company.

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

(e) The Directors are disqualified as on 31.03.2009 for being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,

(f) In our opinion and to the best of our information and according to the explanations given to us and subject to the notes on accounts given at, Annexure XVI, the said accounts read together with the notes thereon give thf

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

(i) In the case of the Balance Sheet of the State if affairs of the company as at 31.03.2009 and; (ii) In the case of Profit & Loss Account of the profits for the year, ended on that date and; (iii) In the case of the Cash Flow Statement, of the Cash Flews for the period ended on that date.

ANNEXURE TO AUDIT REPORT FOR THE YEAR ENDING 31.03.2009.

As required by the Manufacturing and Other Companies (Auditors Report) order,2004, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we further report that:-

(1) (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets, which are ii* process of up-dation/completion.

(b) As explained to us, the fixed assets have been physically verified by the management according to the phased programme. Pursuant to programme, physical verification of the fixed assets was carried out during the period by the management and discrepancies noticed were not material.

(c) No Substantial part of the fixed assets has been disposed during the year.

(2) (a) The inventories have been physically verified by the management during

the year at reasonable intervals.

(b) In our opinion and according to the information & explanations given to us, the proceeds of physical verification followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

(c) The company has not maintained stock records of inventories hence we are unable to give our opinion on this issue.

(3) (a) The Company has taken loans (secured or unsecured) aggregating to Rs.

184.30 lacs from Shareholders/other parties covered under Section 301 of the Companies Act, 1956. The company has also granted loans to companies, firms and other parties covered under section 301 of the Act.

(b) In our opinion and according to ilic information and explanations given to us, the above said loans are taken free of interest; the principal amount is repayable on demand.

(c) In respect of loan taken from shareholders/directors, the principal amount is repayable on demand.

(d) There is no overdue amount in respect of loans taken by the company.

(4) In our opinion and according to information provided to us, there are adequate internal control procedures commensurate with the size of the company and nature of the business for the purchase of the inventory and fixed assets of the company and for the sale of the goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

(5) (a) According to the information and (xplanation given to us a id audit in

accordance with generally accepted mditing practices, in our opinion, the transactions that need to be entered into the register in pursuance of

section 301 of the Act have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions with parties as stated in para 5(a) above, with whom transactions exceeding Rs.5,00,000/- have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As per the information ard documents provided to us, during the year the company has not accepted any deposits from the public as defined under section 58A and 58AA of the Companies Act 1956, and the rules framed there under.

(7) In our opinion the company has an internal audit system commensurate with the size and nature of the business.

(8) During the year under review, Maintenance of Cost records under section 209(1) of the Companies Act, 1956, is not applicable to company.

(9) (a) According to the records of the company, the company is regular in

depositing with appropriate authorities undisputed statutory dues including P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are applicable to it. According to the information and explanation given to us, disputed amount payable in respect of the statutory dues which are remained outstanding as at 31.03.2009 for a period more than 6 months is Nil. (b) According to the records and information and explanations given to us, there are dues of Rs. Nil in respect of P.F., ESI, Income Tax, Sale Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues that have not been deposited on account of dispute.

(10) The company has accumulated profits of Rs. 366.99 Lacs at the year ended 31.03.2009 and it has not incurred cash losses during the financial year under review.

(11) Based on our audit procedures and on the information and explanations provided by the management, the company has not defaulted in repayment of dues to bank. There were no dues to debenture holders during the year, however there was default in the repayment of the dues of financial institutions.

(12) According to the information and explanations provided to us and based on the documents and records produced before us, the company has not granted loans and advances on tha, basis of security by way of pledge of shares, debentures and other securities.

(13) Clause (xiii) is not applicable to the company as the company is not a Chit fund company or nidhi/mutual benefit fund/society.



For Rajesh K. Sharma & Associates, Chartered Accountants,

Date : 28.08.2009 Place : Ludhiana (Rajesh sharma) partner *