Auditor Report of Photoquip (India) Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Photoquip India Limited ("the
Company") which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year
then ended, and notes to the financial statements, including a summary of material 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
standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024, its loss and 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 Standalone financial statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in
the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the Ind AS financial statements:

a) Note 8.1 of the standalone financial statements regarding non creation of deferred tax assets on unabsorbed
depreciation and business loss on current year''s loss. Based on the management assumptions and future
business plans, management has not created deferred tax assets on the current year carry forward loss
however they are certain about realization of already created deferred tax asset in coming years and hence
the same is not written back in financial statements.

b) Note 9.1 of the standalone financial statements regarding balance pending with government authorities,
company''s management have been legally advised that it has good case on merits & hence they are of the
opinion that the same is realizable.

c) Note 10.1 of the standalone financial statements regarding slow moving closing stock, Company''s
Management are of the opinion that such stock is realizable at the stated value

Our opinion is not modified in respect of these matters.

Key Audit Matters

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

We have determined the matter described below to be the key audit matter to be communicated in our report.

Sr. No.	Key audit matters	How our audit addressed the key audit matter
1	Revenue recognition (Refer notes 1.7 and 22 to the Standalone Financial Statements) Revenue is one of the key profit drivers and is therefore susceptible to misstatement. Cut-off is the key assertion in so far as revenue recognition is concerned, since an inappropriate cut-off can result in material misstatement of results for the year.	Our audit procedures with regard to Revenue recognition included testing controls, automated and manual, around dispatches/deliveries, inventory reconciliations and circularization of receivable balances, substantive testing for cut-offs and analytical review procedures.

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

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 standalone financial statements and our
auditor''s report thereon. The other information is expected to be made available to us after the date of this auditor''s
report.

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

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

When we read the other information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities
Relating to Other Information''.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind As and other accounting principles generally accepted in India, including the accounting

Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions 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 standalone financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order"), issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A"

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

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, and 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 standalone financial statements comply with the Ind AS specified under
Section 133 of the Act.

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

f. With respect to the adequacy of the internal financial controls with reference to Standalone financial
statements of the Company and the operating effectiveness of such controls, refer to our separate
report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s Internal Financial Controls with reference to standalone financial
statements.

g. With respect to the matter to be included in the Auditors'' Report under Section 197(16) of the Act:

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 read with Schedule V 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 Ind AS
financial statements -Refer Note 34 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education
& Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note

42 (viii) to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note
42 (ix) to the accounts, no funds have been received by the Company From any person or entity, including
foreign entity ("Funding Parties"),with the understanding, whether recorded in writing or otherwise, that
the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identifies 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 performed that has been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under sub-clause (a) and (b) above, contain any
material misstatement.

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

vi. Based on our examination which included test checks and in accordance with requirements of the
Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014, the company has used an accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further for the periods where audit trail (edit log), facility was enabled
and operated throughout the year, during the course of our audit we did not come across any instance of audit
trail feature being tampered with.

For F P& Associates
Chartered Accountants
Firm Registration No: 143262W

Place: Ahmedabad F.S. SHAH

Date: May 30, 2024 Partner

UDIN:24133589BKFHGO1962 Membership No. 133589

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

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

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

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 the state of affairs of the Company as at 31st March, 2015, and its loss 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 Companies Act, 2013, we give in the Annexure astatement on the matters specified in paragraph 3 and 4 of the order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i. The company has disclosed the impact of pending litigations as at 31st March, 2015 on its financial position in its financial statements - Refer Note 29 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 under the applicable law or accounting standards.

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

Annexure to the Independent Auditors' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories,

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

(b) In our opinion and according to information and explanation 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 according to information and explanation given to us, the Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book records were not material;

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Therefore, Provision of Clause (iii) (b) of the said order is not applicable to the Company. However company had granted the interest free unsecured deposits for leased premises taken by Company of Rs.68,71,156/- and advances of Rs.12,61,618/- for Capital Assets to concern in which Directors are interested.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act and rules framed there under.

(vi) In our opinion and according to the information and explanations given to us, the requirement for maintenance of cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014 specified by the Central Government of India under Section 148 of the Companies Act, 2013 are not applicable to the Company for the year under audit.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and material statutory dues wherever applicable have generally been regularly deposited during the year by the Company with the appropriate authorities. Further, According to the information and explanations given to us, no such undisputed amounts payable were in arrears as at 31st 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, details of dues towards Income Tax, and Sales Tax including Value Added Tax which have not been deposited by the Company on account of disputes are as follows:

Statement of Disputed Dues

Name of Nature of Amount Period to the the Dues (in Rs) which amount Statute relates

Sales Tax 3,49,620 A.Y. 2002-03 Bombay Sales Tax Sales Tax 10,75,138 A.Y. 2001-02 Act, 1959 Sales Tax 7,85,185 A.Y. 2000-01

Income Tax Act, Income 49 00 228 AY 2006-07 1961. Tax

Name of Nature of Forum where disPute is the the Dues pending Statute

Sales Tax Assistant Commissioner of Bombay Sales Tax, Mumbai Sales Tax Act, 1959 Sales Tax Assistant Commissioner of Sales Tax, Mumbai

Sales Tax Assistant Commissioner of Sales Tax, Mumbai

Income Tax Act, Income Tax Commissioner of Income Tax 1961. - (Appeals)

According to the information and expanations given to us, there are no dues of wealth tax, Excise Duty, Service Tax, Customs Duty and Cess which have not been deposited with the appropriate authorities on account of any dispute.

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

(viii) The Company does not have any accumulated loss at the end of the financial year. It has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank or financial institutions. Further, in our opinion and according to information and explanations given to us, the Company did not have any outstanding debenture holders during the year.

(x) 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.

(xi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company has been applied for the purpose for which it was obtained.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Mayank Shah & Associates Chartered Accountants Firm Registration No: 106109W

F.S. SHAH Ahmedabad Partner May 30, 2015 Membership No. 133589

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Mar 31, 2014

We have audited the accompanying financial statements of Photoquip india Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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 and Loss, of the loss for the year ended on that date and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) On the basis of written representations received from the directors as on 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 a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Independent Auditors'' Report (Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

1. In respect of its fixed assets :

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

b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. In respect of its inventories :

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

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the act. Therefore, Provisions of Clauses (iii)(b), (iii)(c), (iii)(d), (iii) (e). (iii)(f) and (iii)(g) of the said order are not applicable to the Company. However company had granted the interest free unsecured deposits for leased premises taken by Company of Rs.68,71,156/- and advances of Rs.12,61,618/- for Capital Assets to concern in which Directors are interested.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for 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.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements that needed to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the company has not accepted any deposit from public. Therefore, the provisions of Clause (vi) of Paragraph 4 of the order are not applicable to the company.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

9. a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted accrued in the books of account in respect of undisputed statutory dues including Provident Fund,Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, the following dues have not been deposited by the Company on account of disputes.

Name of the Nature of the Amount (in Period to which Statute Dues Rs) amount relates

A.Y. 2002-03 Sales Tax 3,49,620 Bombay A.Y. 2001-02 Sales Tax Sales Tax 10,75,138 Act,1959 7,85,185 A.Y. 2000-01 Sales Tax

Income Tax 74,05,260 A.Y. 2008-09

Act, 1961. Income Tax 79,35,000 A.Y. 2006-07

Income Tax

Name of the Statute Forum where dispute is pending

Bombay Sales Tax Act,1959 Assistant Commissioner of Sales Tax, Mumbai

Assistant Commissioner of Sales Tax, Mumbai

Assistant Commissioner of Sales Tax, Mumbai

Income Tax Act, 1961. Commissioner of Income Tax (Appeals)

Commissioner of Income Tax (Appeals)

10. The Company does not have accumulated losses at the end of financial year. It has incurred cash losses during the Current financial year; however the company has not incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders.

12. According to the information and explanation given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company, the provisions of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14 In our opinion and according to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

15. 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. Therefore, the provisions of clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us,the term loans taken by the company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short- term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies / firms / parties covered in the register maintained under Section 301 of the Act during the year.

19 The Company did not have any outstanding debentures during the year.

20 During the year covered by our report, the Company has not raised any money by way of public issue.

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Mayank Shah & Associates Chartered Accountants

Firm Registration No: 106109W

F.S. SHAH

Mumbai Partner

May 30, 2014 Membership No. 133589

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of PHOTOQUIP INDIA LTD. as at 31stMarch, 2012 and the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. 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 have conducted our audit in accordance with Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 as amended by The Companies (Auditor’s Report) Amendment Order, 2004 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 3 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 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, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account ;

d. In our opinion, the Balance Sheet , Statement of Profit & Loss and Cash Flow Statement dealt with by his report comply with the Accounting Standards referred to in Sub - section 3 [c] of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the Directors, and taken on record by Board of Directors, we report that none of the Directors, are disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the

explanations given to us, the said accounts, read together with the notes thereon give the information required by the Companies Act,1956 in manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012

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

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

ANNEXURE TO THE AUDITORS' REPORT (Annexure referred to in paragraph 3 of our Auditors Report of even date on financial statements of Photoquip India Limited for the year ended 31/03/2012)

On the basis of such checks as we considered appropriate and in terms of the information and

explanations given to us, we state that:-

1. a) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

b) According to the information and explanation given to us, the Company has formulated a regular program of verification by which all the assets of the company shall be verified in a phased manner, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on the verification conducted during the year as compared with the book records.

c) During the year, the company has not disposed off a substantial part of fixed assets so ,as to affect its going concern status.

2. a) As explained to us, the inventory has been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. a) According to the information and explanation given to us, the company had not

granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year. However in the previous Financial Years the Company had granted the interest free unsecured deposits for leased premised taken by company of Rs.68,71,156/- and advances of Rs.12,61,618/- for Capital Assets to concern in which Directors are interested.

b) The Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, the clause of rates of interest and other terms & condition is not applicable to the Company.

c) As the Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, the clause of repayment of principal amount is not applicable to the Company.

d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the registered maintained u/s 301 of the Act. Accordingly, clauses (iii) (f) to (iii) (j) of paragraph 4 of the order are not applicable to the company.

4 . In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets , and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. To the best of our knowledge and belief and as explained to us the Company has not entered into any transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, clause 4(v)(b) of the order is not applicable.

6. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. We have been informed that the Central government has not prescribed maintenance of Cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the records of the company and information and explanations given to

us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Excise Duty, Custom Duty, Service Tax, VAT, Cess, Investor Education and Protection Fund and any other material statutory dues as applicable to it, with the appropriate authorities during the year.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of Wealth tax, Services Tax,Custom Duty and Excise Duty which have not been deposited on account of any dispute and the particulars of dues of Sales Tax, and Income Tax as at 31st March 2012 which has not been deposited on account of a dispute, are as follows :

Name of the Nature of the Amount (Rs.) Period to which Forum where Statute Dues amount relates dispute is pending

Bombay Sales Sales Tax 7,85,185/- 2000-2001 Assistant Tax Act, 1959 10,75,138/- 2001-2002 Commissioner of 3,49,620/- 2002-2003 Sales Tax, Mumbai

Income Tax Income Tax 79,35,000/- A.Y 2006-07 Commissioner of Act,1961. 74,05,260/- A.Y.2008-09 Income 59,310/- A.Y. 2009-10 Tax(Appeals)

10. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the current and immediately preceding financial year.

11. According to the information and explanation given to us, the Company has not defaulted in repayment of dues to banks. The company had no transaction with financial institution and held no debentures outstanding during the year.

12. According to the information and explanation given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund, nidhi, or any mutual fund / societies are not applicable to the company.

14. In respect of dealing / trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the Company in its own name.

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

16. In our opinion the term loan have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on overall examination of the balance sheet and cash flow statement of the Company, we report that Company has used funds raised on short term basis for long term investments.

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

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of a public issue during the year.

21. During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR MAYANK SHAH & ASSOCIATES

(FIRM REGN. NO.:-106109W)

CHARTERED ACCOUNTANTS (M.S. Shah)

Partner

Mem. No. 44093 Place : Mumbai

Date : 05/09/2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of PHOTOQUIP INDIA LTD. as at 31st March, 2010 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. 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.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by The Companies (Auditors Report) Amendment Order, 2004 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.

3. Further to our comments in the annexure referred to in paragraph 2 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 account as required by law have been kept by the company so far as it appears from our examination of the books;

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by his report comply with the Accounting Standards referred to in Sub - section 3 [c] of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the Directors, and taken on record by Board of Directors, we report that none of the Directors, are disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

(i) In case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010 (ii) In case of the Profit and Loss Account, of the profit for the year ended on that date and (Mi) In case of Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Annexure referred to in paragraph 2 of our Auditors Report of even date on financial statements of Photoquip India Limited for the year ended 31/03/2010) On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1. a) The Company has maintained proper records showing full particulars including quantitative details.

b) According to the information and explanation given to us, the Company has formulated a regular program of verification by which all the assets of the company shall be verified in a phased manner, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on the verification conducted during the year as compared with the book records.

c) There was no disposal of a substantial part of fixed assets.

2. a) As explained to us, the inventory has been physically verified during the year by the Management.

In our opinion the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. a) According to the information and explanation given to us, the company had not granted any loans,

secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year. However in the previous Financial Years the Company had granted the interest free unsecured deposits of Rs. 68,71,156/- and advances of Rs. 12,61,618/ - for Capital Assets to concern in which Directors are interested.

b) The Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, the clause of rates of interest and other terms & condition is not applicable to the Company.

c) As the Company has not granted any loans to parties covered in the register maintained under Section 301 of the Companies Act, the clause of repayment of principal amount is not applicable to the Company.

d) The Company has not taken loans, secure or unsecured from companies, firms or other parties covered in the registered maintained u/s 301 of the Act. Accordingly, clauses (iii) (f) and (iii) (j) of paragraph 4 of the order are not applicable to the company.

4 . In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories andfixed assets , and with regard to the sale of goods. During the courseof our audit, no major weakness has been noticed in the internal controls.

5 To the best of our knowledge and belief and as explained to us the Company has not entered into any transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, clause 4(v) (b) of the order is not applicable.

6. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public within the meaning of section 58Aand 58AAof the Companies Act, 1956 and the . rules framed there under.

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

8. We have been informed that the Central government has not prescribed maintenance of Cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the records of the company and information and explanations given to us, the company

is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Excise Duty, Custom Duty, Service Tax, VAT, Cess, Investor Education and Protection Fund and any other material statutory dues as applicable to it, with the appropriate authorities during the year. b) The disputed dues that have not been deposited on account of matters pending before respective authorities are as under.

Name of the Nature of the Amount (Rs.) Period to which Forum where dispute Statue Dues amount relates is pending

Bombay Sales Sales Tax 7,85,185/- 2000-2001 Assistant Commissioner TaxAct, 1959 10,75,138/- 2001-2002 of Sales Tax, Mumbai

3,49,620/- 2002-2003

10. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the current and immediately preceding financial year.

11. According to the information and explanation given to us, the Company has not defaulted in repayment of dues to banks. The company had no transaction with financial institution and held no debentures outstanding during the year.

12. According to the information and explanation given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund, nidhi, or any mutual fund / societies are not applicable to the company.

14. In respect of dealing / trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the Company in its own name.

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

16. In our opinion the term loan have been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on short-term basis which have been used for long term investment.

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

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of a public issue during the year.

21. During the course of our examination of the books of account and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR MAYANK SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Firm Regn. No. 106109W)

Place : Mumbai M.S. Shah

Date : 20th August, 2010 Partner

Mem. No. 44093