Auditor Report of Mid India Industries Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of MID INDIA INDUSTRIES LIMITED (“the Company"), which comprise of the
Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including statement of other comprehensive incomes), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, notes to the Ind AS financial statements, including a
summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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
and its loss, 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 IndAS Financial statements in accordance with the Standards on Auditing (Sas) specified under section 143
(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities
for the Audit of the Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial Statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on IndAS financial statement.

Emphasis of Matter

The accumulated losses of the company have wiped off the book value of net worth of the company. Our opinion is not modified in respect of
this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Ind AS financial
statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Ind AS financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor''s Report Thereupon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the
Annual Report, but does not include the Ind AS financial statements and our auditor''s report thereon. Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and in doing so, consider whether such other
information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we
are required to report that fact. We have nothing to report in this regard.

Management''s Responsibilities for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and
presentation of these Ind As financial Statements that give a true and fair view of the financial position, financial performance, including other
comprehensive income, changes in equity and cash flows of the Company and other financial information in accordance the accounting
principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with
relevant rules issued hereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the
Listing Regulations. 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 IND AS financial statements, the Management are responsible for assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. 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 the management.

- Conclude on the appropriateness of the Management''s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of
misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i)
planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to 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 (“the Order"), issued by the Central Government of India in terms of
subsection (11) of section 143 of the Act, we give in the “Annexure-A" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

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

Subject to the limitations of the audit indicated in paragraphs Key Audit matter and also subject to the limitations of disclosure required
therein, 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 the Statement of Other Comprehensive Income, the Cash Flow

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

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

(e) On the basis of the written representation 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 Companies
Act, 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Ind AS
financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure-B" to this report.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of
the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its notes to the financial statements.

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

iii. There were no requirement to transfer the amount, to the Investor Education and Protection Fund by the Company during the year.

iv.

(a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other
persons or entities, including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, 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 have been received by the company
from any persons or entities, including foreign entities (“Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the company shall, 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

(c) Based on the audit procedures that were 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 (a) and (b) contain any material
misstatement.

v. The Company has not declared or paid any dividend during the year in the contravention of the provision of Section 123 of The
Companies Act, 2013.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of
account for the year ended 31“ March 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 1“ April, 2023, reporting under rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention in
not applicable for the financial year ended 31“ March 2024.

Date: 24^th May, 2024 For ATM & Associates

Place: Indore Chartered Accountants

Firm Reg. No.: 017397C

CA Anand Seksaria
Partner

Membership No: 420231
UDIN: 24420231BKCZZT1004

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Mar 31, 2014

1. We have audited the attached Balance Sheet of MID INDIA INDUSTRIES LIMITED, as at 31 st March, 2014 , Statement of Profit and Loss Account and also the Cash Flow Statement of the company for the ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our Responsibility is to express an opinion on these financial statements based on our audit.

2. 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 principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

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

4. Further to ourcomments in the annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper books of accounts, as required by law, have been kept by the company so far as appears from our examinations of those books.

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

d. In our opinion, the Statement of Profit & Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent they are applicable to the company.

e. On the basis of the information and explanations given to us none of the directors of the company are prima facie disqualified from being appointed as Director of the Company under 274 (1 )(g) of the Companies Act' 1956.

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the notes 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 of affairs of the Company as at 31 st March 2014,

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that day and

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year

Annexure to the Auditor's Report

(Refer to in paragraph (3) of our report of even date to the members of Mid India Industries Limited on the Financial Statements for the years ended 31 st March, 2014.)

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

(b) A major portion of the assets has been physically verified by the Management in accordance with a phased program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on verification.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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 the business.

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. No material discrepancies noticed between records of inventory andphysical verifications of inventory.

(iii) (a) The Company has taken unsecured loans from companies and firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(b) In view of our comment in paragraph III (a) above, clauses 111 (b) to III (g) of paragraph 4 of the Companies ( Auditors Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the correct major weakness in internal control.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the company entered into transactions that need to be entered into the register maintained under section 301 ofthe Companies Act, 1956

(b) In view of our comment in paragraph v (a) above, clause v (b) of the aforesaid order in our opinion is not applicable.

(vi) The Company has not accepted any deposits from public consequently the provisions of Section 58A ofthe Companies Act, 1956 and Companies (Acceptances of Deposit) Rules, 1975 are not applicable.

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

(viii) The Central government has prescribed maintenance of cost records in respect of Cotton & P.C. Yarn under section 209(l)(d) in the companies act, 1956. We have broadly reviewed the books of accounts maintained & in our opinion the company has prima facie maintained the prescribed accounts & records.

(ix) (a) In our opinion the company is regular in depositing undisputed statutory dues with the appropriate authorities.

(b) 1 n respect of undisputed income-tax, wealth tax, sales tax, custom duty and excise duty, there were no amounts outstanding as on 31 st March, 2013 which have remained unpaid for more than six months from the date on which they became payable.

(x) The company has accumulated losses but has not incurred any cash losses during the financial year covered by our report.

(xi) In our opinion and explanations given to us, the company has not defaulted in repayment of dues to the bank.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund society. Therefore the provisions of clause 4(xiii) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) 1 n our opinion, the Company has not given guarantees for loan taken by others from banks or financial institutions.

(xvi) The company has not taken a term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of share during the year, therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the company.

(xix) The Company has not issued any debenture during the year. Accordingly the provisions of clause (xix) of paragraph 4 ofthe aforesaid order are not applicable to the company.

(xx) The Company has not raised any money by the way of Public Issue during the year, therefore, the provision of clause (xx) of paragraph 4 ofthe aforesaid order are not applicable to the company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations 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 KVNG & ASSOCIATES Chartered Accountants PLACE: Indore (M.P.) (Registration No.002628C) DATE : 30/05/2014

(KAMALNAYAN S1NGHAL) Partner (Membership No. 071749)

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Mar 31, 2013

1. We have audited the attached Balance Sheet of MID INDIA INDUSTRIES LIMITED, as at 31st March,2013,Profit and Loss Account and also the Cash Flow Statement of the company fortheended on that date annexed there to which we have signed under reference to this report. These financial statements are the responsibility of the Company''s management. Our Responsibility is to express an opinion on these financial statements based on our audit.

2. 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 principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A) 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.

4. Further to our comments in the annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper books of accounts, as required by law, have been kept by the company so far as appears from our examinations of those books.

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

d. In our opinion, the Profit & Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent they are applicable to the company.

e. On the basis of the information and explanations given to us none of the directors of the company are prima facie disqualified from being appointed as Director of the Company under 274 (l)(g) of the Companies Act'' 195 6.

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the notes 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 of affairs of the Company as at 31 st March 2013,

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that day and

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that day.

Annexure to the Auditor''s Report

(Refer to in paragraph (3) of our report of even date to the members of Mid India Industries Limited on the Financial Statements for the years ended 31st March, 2013.)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) A major portion of the assets has been physically verified by the Management in accordance with a phased program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on verification.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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 the business.

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. No material discrepancies noticed between records of inventory and physical verifications of inventory.

(iii) (a) The Company has taken unsecured loans from companies and firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(b) In view of our comment in paragraph III (a) above, clauses III (b) to III (g) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control. (v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are ofthe opinion that the company entered into transactions that need to be entered into the register maintained under section 301 ofthe Companies Act, 1956. (b) In view of our comment in paragraph v (a) above, clause v (b) ofthe aforesaid order in our opinion is not applicable.

(vi) The Company has not accepted any deposits from public consequently the provisions of Section 58Aof the Companies Act, 1956 and Companies (Acceptances of Deposit) Rules, 1975 are not applicable.

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

(viii) The Central government has prescribed maintenance of cost records in respect of Cotton & RC. Yarn under section 209(l)(d) in the companies act, 1956. We have broadly reviewed the books of accounts maintained & in our opinion the company has prima facie maintained the prescribed accounts & records.

(ix) (a) In our opinion the company is regular in depositing undisputed statutory dues with the appropriate authorities.

(b) In respect of undisputed income-tax, wealth tax, sales tax, custom duty and excise duty, there were no amounts outstanding as on 31st March, 2013 which have remained unpaid for more than six months from the date on which they became payable.

(x) The company has accumulated losses but has not incurred any cash losses during the financial year covered by our report.

(xi) In our opinion and explanations given to us, the company has not defaulted in repayment of dues to the bank.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund society. Therefore the provisions of clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the Company has not given guarantees for loan taken by others from banks or financial institutions.

(xvi) The company has not taken a term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of share during the year, therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the company.

(xix) The Company has not issued any debenture during the year. Accordingly the provisions of clause

(xix) of paragraph 4 of the aforesaid order are not applicable to the company.

(xx) The Company has not raised any money by the way of Public Issue during the year, therefore, the provision of clause (xx) of paragraph 4 of the aforesaid order are not applicable to the company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations 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 KVNG & ASSOCIATES

Chartered Accountants

Place : Mandsaur (M.P.)

(Registration No. 071788C)

Date : 31/08/2013 (KAMAL NAYAN SINGHAL)

Partner

(Membership No. 071749)

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Mar 31, 2010

1. We have audited the attached Balance Sheet of MID INDIA INDUSTRIES LIMITED, as at 31st March, 2010 , Profit and Loss Account and also the Cash Flow Statement of the company for the ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our Responsibility is to express an opinion on these financial statements based on our audit.

2. 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 principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Central Government of India in terms of Section 227(4A) 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.

4. Further to our comments in the annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper books of accounts, as required by law, have been kept by the company so far as appears from our examinations of those books.

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

d. In our opinion, the Profit & Loss Account, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent they are applicable to the company.

e. On the basis of the information and explanations given to us none of the directors of the company are prima facie disqualified from being appointed as Director of the Company under 274 (1)(g) of the Companies Act1956.

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the notes 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 of affairs of the Company as at 31st March 2010,

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that day and (iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that day.

Annexure to the Auditors Report (Refer to in paragraph (3) of our report of even date to the members of Mid India Industries Limited on the Financial Statements for the years ended 31st March, 2010.)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) A major portion of the assets has been physically verified by the Management in accordance with a phased program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on verification.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure 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 the business.

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. No material discrepancies noticed between records of inventory and physical verifications of inventory.

(iii) (a) The Company has taken unsecured loans from companies and firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. (b) In view of our comment in paragraph III (a) above, clauses III (b) to III (g) of paragraph 4 of the Companies ( Auditors Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the company entered into transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. (b) In view of our comment in paragraph v (a) above, clause v (b) of the aforesaid order in our opinion is not applicable.

(vi) The Company has not accepted any deposits from public consequently the provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptances of Deposit) Rules, 1975 are not applicable.

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

(viii) The Central government has prescribed maintenance of cost records in respect of Cotton & P.C. Yarn under section 209(1)(d) in the companies act, 1956. We have broadly reviewed the books of accounts maintained & in our opinion the company has prima facie maintained the prescribed accounts & records. (ix) (a) In our opinion the company is regular in depositing undisputed statutory dues with the appropriate authorities.

(b) In respect of undisputed income-tax, wealth tax, sales tax, custom duty and excise duty, there were no amounts outstanding as on 31st March, 2010 which have remained unpaid for more than six months from the date on which they became payable.

(x) The company has accumulated losses but has not incurred any cash losses during the financial year covered by our report.

(xi) In our opinion and explanations given to us, the company has not defaulted in repayment of dues to the bank.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund society. Therefore the provisions of clause 4(xiii) of Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the Company has not given guarantees for loan taken by others from banks or financial institutions.

(xvi) The company has not taken a term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of share during the year, therefore, the provisions of clause (xviii) of paragraph 4 of the aforesaid order are not applicable to the company.

(xix) The Company has not issued any debenture during the year. Accordingly the provisions of clause (xix) of paragraph 4 of the aforesaid order are not applicable to the company.

(xx) The Company has not raised any money by the way of Public Issue during the year, therefore, the provision of clause (xx) of paragraph 4 of the aforesaid order are not applicable to the company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations 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 KAMAL NAYAN SINGHAL & COMPANY

Chartered Accountants

(Registration No. 002628C)

(KAMAL NAYAN SINGHAL) Place: Indore (M.P.) Partner

Date: 23/08/2010 (Membership No. 071749)