Auditor Report of Nutricircle Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of NUTRICIRCLE LIMITED ("the
Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit
and Loss (including other comprehensive income), 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.

In our opinion and to the best of our information and according to the explanations
given to us these financial results:

(i) are presented in accordance with the requirements of Regulation 33 of the Listing
Regulations in this regard; and

(ii) give a true and fair view in conformity with the recognition and measurement principles
laid down in the applicable accounting standards and other accounting principles generally
accepted in India (Comprising of the net profit/loss and other comprehensive income) and
other financial information of the company for the quarter and Year Ended March 31,2025.

Basis for Qualified Opinion

We conducted our audit 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 Financial
Results 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 results under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that
the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
qualified opinion on financial statements.

During the course of our audit, we noted that an unsecured loan of Rs 50.00 lakhs is
outstanding from Mr. K. Veersham to Nutricircle Limited. However, the Company has not
provided a balance confirmation or alternative evidence in respect of this loan. In the absence
of such confirmation or supporting documentation, we were unable to verify the completeness
and accuracy of the said loan balance.

Accordingly, we were unable to obtain sufficient appropriate audit evidence regarding this
matter, which has led to a limitation in the scope of our audit and forms the basis for our
qualified opinion.

Our conclusion on the financial statements is qualified in respect of the above matter
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

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

The Company’s Board of Directors are responsible for the preparation of 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, Corporate Governance and
Shareholder’s Information, but does not include the financial statements and our auditor''s report
there on.

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.

Management''s Responsibility for the Financial Statements

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

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

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

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

Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act, the accounting and auditing standards
and matters which are required to be included in the audit report under the provisions of the
Act and the Rules made there under.

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

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

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

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

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

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

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

• 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 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 significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be 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, and on the
basis of our examination of the books and records as we considered appropriate and
according to the information and explanation given to us, we give in the “Annexure B" a
statement on the matters specified in paragraph 3 and 4 of the Order, to the extent
applicable.

2. As required by section 143(3] of the Companies Act 2013, 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 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 and 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 aforesaid financials comply with the Indian Accounting Standards
specified under of Section 133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts] Rules, 2014.

e] On the basis of written representations received from the directors as on March 31, 2025,
and taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2025, from being appointed as a director in terms of sub section (2] of section
164 of the Companies Act, 2013.

f] with respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
"Annexure A"; and

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

i] There are no pending litigations for or against the Company which would impact its
financial position.

ii] The Company does not have any derivatives contracts. Further there are no long term
contracts for which provisions for any material foreseeable losses is required to be made.

iii] There are no amounts pending that are required to be transferred to Investor Education
and Protection Fund.

h] (i] 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:

• directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries

(ii) 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:

• directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party
or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries.

(iii) Based on such audit procedures as 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 (h) (i) and (h) (ii) contain any material mis-statement.

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

Furthermore, the audit trail has been preserved by the company as per the statutory
requirements of record retention where the audit trial feature has been enabled.

For NSVR& ASSOCIATES LLP.,

Chartered Accountants
(FRN No.008801S/S200060)

Sd/-

R Srinivasu

Partner

M.No:224033

UDIN: 25224033BMHXT08217

Date: 26^th May 2025.

Place: Hyderabad.

---

Mar 31, 2024

We have audited the accompanying financial statements of NUTRI CIRCLE LIMITED (“the Company”), which comprise the
Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including other comprehensive income), andthe Statement
of Cash Flows for the year ended on that date, and 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024,
its loss,total comprehensive income, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the 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 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 financial statements under the provisions of the Act and the Rules made there under, 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 sufficientand appropriate to provide a basis for our audit opinion on the
financial statements.

Our Audit opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

The Company’s Board of Directors areresponsible for the preparation of 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,
Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report there
on.

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

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

In preparing the financial statements, management is responsible for assessing the Company’s ability tocontinue 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 Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made there under.

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

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

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand 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 todesign auditproceduresthat 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 adequateinternal 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 thatmay castsignificant 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 scopeof 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 ininternal 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 ofsignificance in the
audit of the financial statements of the current period and are therefore the key audit matters.We describe these matters in our
auditor’s report unless law or regulation precludes public disclosureaboutthe matter or when, in extremely rare circumstances, we
determine that a matter should not be in ourreport because the adverse consequences of doing so would reasonably be expected
to outweigh the public interestbenefits of suchcommunication.

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, and on the basis of our examination of the books and records as we considered appropriate and
according to the information and explanation given to us, we give in the “Annexure B” a statement on the matters specified in
paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Companies Act 2013, 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 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 and 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 aforesaid financials comply with the Accounting Standards specified under of Section 133 of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2024, and 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 sub section (2)
of section 164 of the Companies Act, 2013.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”; and

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

i) There are no pending litigations for or against the Company which would impact its financial position.

ii) The Company does not have any derivatives contracts. Further there are no long term contracts for which provisions for
any material foreseeable losses is required to be made.

iii) There are no amounts pending that are required to be transferred to Investor Education and Protection Fund.

h) (i) 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:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)
by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ii) 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:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)
by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as 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 (h) (i) and (h) (ii) contain any material mis-statement.

(i) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software
which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023. Based on our
examination, which included test checks, the company have used an accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during our audit, we did not come across any instance of audit trail feature being
tampered with.

For NSVR & ASSOCIATES LLP.,

Chartered Accountants
(FRN No.008801S/S200060)

R Srinivasu

Partner

M.No:224033

UDIN:24224033BKCREB4341

Date:15 May 2024.

Place: Hyderabad.

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of NUTRICIRCLE LTD ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 13 3 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating euectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on Our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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 financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of state of affairs of the company as at March 31,2015, and its 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,2015 ('The Order') issued by the central Government of India in terms of sub-section (11) of section 143 of the act, we give the Annexure a Statement on the matters specified in the paragraph 3 and 4 of the Order , to the extent applicable

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

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

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

c) The Balance Sheet, the 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the other matters included in the Auditor's Report and to best of our information and According to the explanations given to me:

i. The Company does not have any pending litigations which would impact its financial position

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

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

Annexure to Independent Auditor's Report

(Referred to in paragraph 1 of the Our Report on other Legal and Regulatory Requirements forming part of the Independent Auditor's Report dated 25/05/2015 to the members of Nutricircle Limited on the accounts of the company for the year ended 31s* March, 2015.

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 2013. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 2013.

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess, Income tax value added tax to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as mentioned above as at 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there no amounts payable in respect of income tax, wealth tax, value added tax, service tax, customs duty excise duty which have not been deposited on account of disputes.

(c ) According to the information and explanation given to us and on the basis of examination of records, during the year under review there were no amounts which were required to be transferred to Investor Education and Protection Fund by the company . Hence clause 4 (vii) ( C) of the Order is not applicable

8. The Company have accumulated loss of 5,17,18,238 /- and have cash loss 27,09,300 /- during the financial year covered by our audit and has cash loss 10,68,335 /- in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution, bank

11. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

12. Based on our audit procedures and according to information and explanations given to us , no fraud on or by the company has been noticed or reported during the course of our audit

For S.K.BANG & CO Chartered Accountants

Sd/-

Sampath Kumar Bang Partner Membership No. :026010

Place: Hyderabad Date: 25/05/2015

---

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of SHREEYASH INDUSTRIES LIMITED, Hyderabad which comprise the balance sheet as at March 31,2014, and the statement of Profit and Loss, and a summary of significant accounting policies and other explanatory information.

Management responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, and financial performance of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub section (3C) of section 211 of Companies Act, 1956 ("Act") . This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 disclosers in financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements 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 company''s internal controls. 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014.

b. In the case of the statement of Profit & Loss, of the company for the year ended on March 31, 2014.

Report on other Legal and Regulatory requirements

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

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

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

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

c) The Balance Sheet and statement of Profit and Loss dealt with by this report are in agreement with books of account.

d) In our opinion, the Balance Sheet and Statement of Profit & Loss comply with the accounting standards referred to in Subsection (3C) of Section 211 of the Companies Act, 1956.

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

ANNEXURE TO AUDITOR''S REPORT

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Subsection (4A) of Section 227 of the Companies Act, .further report that:

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

b. All fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. There was no disposal of a substantial part of its fixed assets during the year.

(ii) The Company at reasonable intervals has conducted physical verification of inventories. The procedures for physical verification of stocks followed by the Company are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining reasonable records for the inventories and no material discrepancies were noticed on such verification.

(iii) a. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act accordingly, the provisions of clause 4(iii)(a) to (d) of the order are not applicable to the company and hence not commented upon.

b. According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act accordingly, the provisions of clause 4(iii)(e) to (g) of the order are not applicable to the company and hence not commented upon.

(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, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas. However the internal controls need to be further strengthened to be in commensurate with the size and nature of its business. Getting confirmations of independent account balances from all third parties should be emphasized upon.

(v) According to the information and explanations given and as informed by the management, there are no contracts or arrangements referred to in section 301 of the Act that need to be entered in to the register maintained under section 301.

(vi) According to the information and explanations provided by the management, no deposits have been accepted by the company during the year. Other than interest free unsecured loans from promoters and directors of the company.

(vii) The Company has no Internal Audit System.

(viii) According to the information and explanations and representations given by the management, we have been informed that the company does not come under the purview of the rules made by the central government for the maintenance of cost records u/s 209 (l)(d) of the Act.

(ix) a. The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

b. According to the explanations and information given to us there were no undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Income-tax, Sales- tax, Wealth Tax, Custom Duty, Excise Duty etc outstanding for a period of more than six months from the date they became payable.

(x) In our opinion, the company has accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, the company has not taken any loans from a financial institution, Bank, or issued any debentures.

xii) According to the information and explanations given 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.

(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 the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the company.

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

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

(xvi) Based on the information and explanations given to us by the management, no term loans were taken by the company.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term have been used for long-term investment.

(xviii) The company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act. In our opinion, the prices at which shares have been issued is not pre-judicial to the interest of the company.

(xix) The company has not issued any secured or unsecured bonds and debentures during the year.

(xx) The company has not raised any money by public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.



For Chakradhar & Nandan

Chartered Accountants

Sd/-

(K .S. Nandan)

Partner

Membership No. 201123

Place: Hyderabad

Date : 24.05.2014

---

Mar 31, 2012

01. We have audited the attached Balance Sheet of M/s. Shreeyash Industries Limited, as at 31st March 2012 and also the Statement of Profit & Loss of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the Company Management. Our responsibility is the express an opinion on these financial statements based on our audit.

02. 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 presentation. We believe that our audit provides a reasonable basis for our opinion.

03. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

04. Further to our comments in the Annexure referred to in paragraph 3 above, we state that:

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

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

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

d) In our opinion, the Statement of Profit & Loss and the Balance Sheet comply with the entire mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none the directors is disqualified for the year ended on that date from being appointed as director in terms of clause (g) of Sub-section (1) Section 274 of Companies Act, 1956.

f) In our opinion and as per the our information and according to the explanation given to us, the said Balance Sheet and the Statement of Profit and Loss, read together with notes thereon, give the information required be the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affaire of the Company as at 31st March 2012;

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

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

ANNEXURE TO AUDITORS'' REPORT (This is the Annexure referred to in our Report of even date)

1 The Company has maintained reasonable records showing full particulars including quantitative details and situation of fixed assets. The assets have been physically verified by the management during the period as per a program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2 None of the fixed assets have been revalued during the year under audit.

3 The stocks of finished goods, raw materials and stores have been physically verified during the period by the management at reasonable intervals.

4 The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5 The discrepancies noticed on verification between the physical stocks and the book records were not material.

6 On the basis of examination of stock records, we are of the opinion that the valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and are on the same basis in the preceding year.

7 According to the information furnished and explanations offered, the Company has not granted any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956. As per the information and explanation given to us there are no companies under the same management as defined under sub-section (1-B) of section 370 of the said Act.

8 In our opinion internal control procedures of the Company as regards to its nature and the size of its business are not satisfactory in relation to purchases, sales of material & goods. As regards for other assets the internal control procedures are reasonably satisfactory commensurate with the size and nature of the business. There is an immediate requirement to improve the systems with regard to the purchase and sale of goods.

9 The central Government has not prescribed the maintenance of cost records by the by the Company under section 209(1) (d) of the Companies Act, 1956 for any its products.

10 In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials or sale of goods and materials made by the Company in pursuance of contracts or arrangements entered in the registered maintained under Section 301 of the companies Act, 1956 aggregating during the year for Rs.50, 000 or more in respect of each party.

11 According to the information and explanations given to us, there are no unserviceable or damaged stores, raw materials or finished goods.

12 The Company has not accepted any deposits from the public, other than interest free unsecured loans from Director''s and their relatives.

13 The Company has not given any guarantee for loans taken by others from bank or financial institutions.

14 During the year the Company had Trading operation only and they do not engage in any manufacturing activity. The Company does not get any scrap in the manufacturing processing; thereby the maintenance of the records does arise.

15 The Company has no Internal Audit system.

16 During the financial year there were no transactions exceeding the value of five lakes rupees in respect of each party, which need to be, entered into a registrar in pursuance of section 301 of the Companies Act, 1956.

17 According to the explanations & information given to us the Provisions of provident fund Act and the Employees Sate Insurance Act is not applicable to this Company as there is no employee who is qualified for such payments nor the Act do apply as on date.

18 According to the information and explanations given to us, no undisputed amounts applicable in respect of Income Tax, Sales Tax, Custom Duty and Excise Duty were outstanding for a period of more than six months from the date they became payable. The Provisions of Wealth Tax Act do not applicable to this Company.

19 According to the information and explanation given to us, no personal expenses of employees or Directors have been charged to revenue account, other than that payable under contractual obligations.

20 The Company has accumulated losses at the end of the financial year and it has not incurred cash losses during the current financial year and in the immediately preceding financial year.

21 The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.



for Chakradhar & Nandan Chartered Accountants



Sd/- (K.S Nandan) Partner Membership No. 201123

Place: Hyderabad Date: 05.12.2012

---

Mar 31, 2010

01. We have audited Ihe attached Balance Sheet of M/s. Shreeyash Industries Limited, as at 31st March 2010 and also the annexed Profit & Loss Account of the Company for the year ended on that dale annexed thereto. These financial statements are responsibility of the Company Management. Our responsibility is the express an opinion on these financial statements based on our audit.

02. 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 presentation. We believe that our audit provides a reasonable basis for our opinion.

03. As reuuired by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable,

04. Further to our comments in the Annexure referred to in paragraph 3 above, we state that:

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

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

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the entire mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none the directors is disqualified for the year ended on that date from being appointed as director in terms of clause (g) of Sub-section (1) Section 274 of Companies Act, 1956.

f) In our opinion and as per the our information and according to the explanation given to us, the said Balance Sheet and the Profit and Loss Account, read together with notes thereon, give the information required be the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In ihe case of ilie Balance Sheet, of the stale of affaire of the Company as at 31st March 2010;

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

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

ANNEXURE TO AUDITORS REPORT (This is the Annexure referred to in our Report of even date)

1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The assets have been physically verified by the management during the period as per a program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2 None of the fixed assets have been revalued during the year under audit.

3 The stocks of finished goods, raw materials and stores have been physically verified during the period by the management at reasonable intervals.

4 The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5 The discrepancies noticed on verification between the physical stocks and the book records were not material.

6 On the basis of examination of stock records, we are of the opinion that the valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and are on the same basis in the preceding year,

7 The Company has not granted any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956. As per the information and explanation given to us there are no companies under the same management as defined under sub-section (1 -B) of section 3 70 of the said Act.

8 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 stores, raw materials, including components, Plant & Machinery, equipment and other assets and with regard to the sale of goods.

9 The central Government has not prescribed the maintenance of cost records by the by the Company under section 209( 1) (d) of the Companies Act, 1956 for any its products.

10 In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials or sale of goods and materials made by the Company in pursuance of contracts or arrangements entered in the registered maintained under Section 301 of the companies Act, 1956 aggregating during the year for Rs.50, 000 or more in respect of each party.

11 According to the information and explanations given to us, there are no unserviceable or damaged stores, raw materials or finished goods.

12 The Company has not accepted any deposits from the public.

13 The Company has not given any guarantee for loans taken by others from bank or financial institutions.

14 During the year No Operations Pi oduclion, so The Company does not get any scrap in the manufacturing processing, (hereby the maintenance of the records does arise. We are informed that the manufacturing Process of the Company does not give rise to any by-products.

15 The Company has no Internal Audit system.

16 During the financial year there were no transactions exceeding the value of five lakes rupees in respect of each parly, which need to be, entered into a registrar in pursuance of section 301 of the Companies,-ct, 1956.

17 The Provisions of provident fund Act and the Employees Sate Insurance Act is applicable to this Company and the Company is not made any payment during the year. Since there is no lab our exists.

18 According to the information and explanations given to us, no undisputed amounts applicable in respect of income Tax, Sales Tax, Custom Duty and Excise Duty were outstanding for a period of more than six months from the date they became payable. The Provisions of Wealth Tax Act do not applicable to this Company.

19 According to the information and explanation given to us, no personal expenses of employees or Directors have been charged to revenue account, other than that payable under contractual obligations.

20 The Company is a sick industrial Company within the meaning of clause (O) of Sub- Section 1 of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

for Chakradhar & Nandan Chartered Accountants

(K.S Nandan) Partner

Place: Hyderabad Date: 03.09.2010