Auditor Report of Ritesh International Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial statements of Ritesh
International Ltd ("the company"), which comprise the Standalone Balance Sheet as
at 31 March 2025, the Standalone Statement of Profit and Loss including the
statement of Other Comprehensive Income, the Statement of Changes in Equity and
the Standalone Cash Flow Statement for the year then ended, and notes to the
standalone financial statements, including a summary of significant accounting
policies and other explanatory information.

2. 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, as amended ("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,
2025 and total comprehensive income(comprising of Profit and other comprehensive
income), changes in equity and its cash flow the for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the standalone financial statements in accordance with
the Standards on Auditing (SAs), as 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 together with the ethical
requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and 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.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone Ind AS financial statements for the
financial year ended March 31,2025. These matters were addressed in the context of
our audit of the standalone Ind AS 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 matters to be
communicated in our report.

Key Audit matters	How our audit addressed the key audit matter
Revenue from sale of products (As described in Note 2(b) of the Standalone Ind AS financial statements)
The Company recognizes revenues when control of the goods is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for theses goods. The terms of sales arrangement, including the timing of transfer of control, delivery specifications and judgment in determining timing of the sales revenue. Accordingly, due to risk associated with revenue recognition, it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements	Following procedures have been performed to address this key audit matter: • Considered the company''s revenue recognition policy and its compliance in terms of Ind AS 115 ''Revenue from the Customers''. • Assessed the design and tested the operating effectiveness of internal control related to revenue recognition. • Selected samples of sales transactions made pre and post year end, agreed the period of revenue recognition to underlying documents. • Assessed the relevant disclosures made within the standalone Ind AS financial statements.

Other Information

5. 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.

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 audit or otherwise appears to be materially

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

Responsibilities of Management and those charged with Governance for the Standalone

Financial Statements

6. 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 accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. 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 the 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
statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

7. 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.

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

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

9. 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.
Misstatement 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.

10. 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 control 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 with reference to financial
statements 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.

11. 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.

12. 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.

13. 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 for 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

14. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") as
amended issued by the Central Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the order, to the extent applicable.

15. 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 Standalone Balance Sheet, the Statement of Profit and Loss (including the
Statement of Other Comprehensive Income), the Standalone Statement of
Changes in Equity Standalone and the Cash Flow Statement 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
Accounting Standards specified under section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) on the basis of written representations received from the directors, as on 31^st
March 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on 31^st March 2025 from being appointed as a director in terms of
section 164(2) of the Act;

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

(g) With respect to the other matters to be included in the Auditor⁷ s Report in
accordance with the requirements of Section 197(16) of the Act, as amended. In
our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its
directors in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditors⁷ 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 litigation on its financial
position in its standalone financial statements.

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

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

iv. a) The management has represented that, to the best of its knowledge and
belief, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other persons or entities, including foreign
entities ("Intermediaries⁷⁷), 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
Beneficiaries⁷⁷) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and
belief, no funds have been received by the Company from any persons or
entities, including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries⁷⁷) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on audit procedures performed that have been considered
reasonable and appropriate in the circumstances, nothing has come to our
notice that has caused us to believe that the representations under sub¬
clause (a) and (b) contain any material misstatement.

(i) Based on our Examination which included test checks, 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 been
operated throughout the year for all relevant transactions recorded in the
software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tempered with.

As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and
Auditors) Rule ,2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31,2025.

For Ashok Shashi & Co.

(FRN No.013258N)
Chartered Accountants

Place : Ahmedgarh (Ashok Mehta)

Date : 21.05.2025 Prop

M.No.080969

UDIN:25080969BMUKDI6248

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Mar 31, 2024

Ritesh International Ltd

Report on Audit of the Standalone Ind AS Financial Statements

Opinion

1. We have audited the accompanying standalone Ind AS financial statements of Ritesh International Ltd ("the company"), which comprise the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss including the statement of Other Comprehensive Income, the Standalone Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("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 and total comprehensive income(comprising of Profit and other comprehensive income), its cash flow and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as 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 Ind AS financial statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for

the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone Ind AS 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 matters to be communicated in our report.

Key Audit matters	How our audit addressed the key audit matter
Revenue from sale of products (As described in Note 2(b) of the Standalone Ind AS financial statements)
The Company recognizes revenues when control of the goods is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for theses goods. The terms of sales arrangement, including the timing of transfer of control, delivery specifications and judgment in determining timing of the sales revenue. Accordingly, due to risk associated with revenue recognition, it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements	Following procedures have been performed to address this key audit matter: • Considered the company''s revenue recognition policy and its compliance in terms of Ind AS 115 ''Revenue from the Customers''. • Assessed the design and tested the operating effectiveness of internal control related to revenue recognition. • Selected samples of sales transactions made pre and post year end, agreed the period of revenue recognition to underlying documents. • Assessed the relevant disclosures made within the standalone Ind AS financial statements.

Other Information

5. 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 Ind AS financial matters and our auditor''s report thereon.

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

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during audit or otherwise appears to be materially misstated. If, based on the work we have

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

Responsibilities of Management for the Standalone Ind AS Financial Statements

6. 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone Ind AS 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 charged with Governance are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Ind AS Financial

Statements

8. Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that include 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. Misstatement 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 Ind AS financial statements.

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. 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 with reference to financial statements 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 standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

10. 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.

11. 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.

12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2023 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

13. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the order.

14. 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 Standalone Balance Sheet, the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the Standalone Cash Flow Statement and Standalone 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 Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) on the basis of written representations received from the directors, as on 31^st March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st 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 over financial reporting of the Company with reference to these standalone Ind

AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure-A "to this report.

(g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditors'' 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 litigation on its financial position in its standalone Ind AS financial statements.

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

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

(i) a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.

(j) Based on our Examination which included test checks, 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 been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tempered with.

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

For Bhushan Aggarwal & Co.

(FRN No.005362N) Chartered Accountants

Place : Ahmedgarh (Shashi Bhushan)

Date : 30.05.2024 Prop

M.No.084005

UDIN:24084005BKHGYI6920

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Mar 31, 2015

We have audited the accompanying financial statements of Ritesh International Ltd ("the company"), which comprise the Balance Sheet as at 31st March 2015 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

Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash fows 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 specied 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 auditors' 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, 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 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 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 standalone 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

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

(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 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 Auditors' 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 litigation on its financial position in its financial statements as referred to in Note No. 32 on Notes to the Financial Statements.

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 were required to be transferred to the Investor Education and Protection Fund by the company.

ANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including the fixed assets register.

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

2. a) As explained to us, the inventory has been physically verified by the management a t reasonable intervals.

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

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

3. a) The company has granted loans to two companies (Previous year two) covered in the register maintained under Section 189 of the Companies Act, 2013.

b) In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule and interest thereon. The loans are repayable on demand.

(c) There are no overdue amounts of more than rupees one lakh in respect of loans granted to bodies corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there has an adequate internal control system commensurate with the size 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 continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanation given to us, the company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under would apply.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by The Central Government under section 148 (1) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

7. In respect of statutory dues:

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, Cess, Sales Tax, Value Added Tax and any other statutory dues applicable to it with the appropriate authorities. No undisputed amounts are payable in respect of such statutory dues which were outstanding as on 31st March 2015 for a period of more than six months from the date it became payable.

(b) According to the records of the company and the information given to us, as on date, there are no statutory dues like Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, cess and any other statutory dues applicable to it with the appropriate authorities which are in dispute and have not been deposited with the appropriate authorities except the excise duty demand of Rs.6.62 Crores which is pending with the Customs, Excise & Service Tax Appellate Tribunal, New Delhi.

(c) According to the information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Branch in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.

8. The accumulated losses of the Company are not more than 50% of its net worth. The Company has incurred cash losses of Rs. 247.40 lacs in the financial year under review and earned cash profit of Rs. 133.62 lacs in the previous year.

9. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or banks.

10. In our opinion and 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.

11. The company has not obtained any term loan during the year, so this para of the order is not applicable.

12. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Ashok Shashi & Co. (FRNo. 013258N) Chartered Accountants sd/- Place:Ludhiana (Budh Kumar) Dated 30.05.2015 Partner M. No.098415

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Mar 31, 2014

We have audited the accompanying financial statements of Ritesh International Limited (the "Company") which comprise the Balance Sheet as at 31st March 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 Company''s 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 notified under the Companies Act, 1956 (''the act'') 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. 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including 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 aforesaid financial statements Notes on Accounts, subject to Note no.33 regarding the show cause notice issued by the Excise Department, 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 31st March 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit 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 issued by the Central Government of India in terms of sub-section (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.

2) As required by section 227(3) of the Companies Act, 1956, 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, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (''the act'') 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.

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

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including the fixed asset register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed of substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures for physical verification of the stocks refer to in (a) above followed by the management, in our opinion, 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, the company is maintaining proper records of its inventories except for its knitwear division and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from Nil (Previous year one) companies/firms /Individuals covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. Nil (Previous Year Rs. 2.90 Lacs). There are Two (Previous year one) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.3.20 Lacs (Previous Year Rs.1.29 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable/receivable on demand and there is no repayment schedule.The interest, where applicable, is payable/receivable on demand.

d) Since the loans are repayable/receivable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 purchases of inventories and fixed assets.

5. (a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered into the register maintained u/s 301 of the Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has been prescribed by the Central Government under Clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having an existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amounted to Rs.796.85 Lacs (Previous year Rs. 856.75 lacs). It has earned cash profit of Rs.133.62 Lacs in the financial year under review and incurred cash losses of Rs.35.63 Lacs in the financial year immediately preceding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institution/bank.

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

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this Clause of the Companies (Auditors'' Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

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

16. The company has taken term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 31st March, 2014, we report that no significant funds raised on a short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Ashok Shashi & Co., (FRNo. 013258N) Chartered Accountants sd/- Place:Ludhiana (Budh Kumar) Dated 30.05.2014 Partner M. No.098415

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Mar 31, 2012

We have audited the attached Balance Sheet of Ritesh International Limited, Ludhiana as at 31s' March 2012 and also the Statement of Profit & Loss for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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 ana significant estimates maae oy management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

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

(b) In our opinion, proper books of accounts as required by law have been kept by the Company

so far as appears from our examination of the books;

(c) The Balance Sheet and Statement of Profit & Loss, referred to in this report, are in agreement with the books of accounts;

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

(e) In our opinion the Balance Sheet, Statement of Profit & Loss and the Cash Flow statements dealt with this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to Note No.33, regarding the show cause notice issued by Excise Department, give the information required by the Companies Act,

1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of Balance Sheet, of the state of affairs of the Company as 31s' March, 2012 and

ii. In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date.

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

1. a) The Company has maintained proper records

showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including fixed assets register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the

management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, 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, the company is maintaining proper records of its inventories except for its knitwear division and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from one (Previous

year one) companies/firms /Individuals covered in the register maintained under Section 301 of the Companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 10.30 Lacs (Previous Year Rs. 17.36 Lacs). There are one (Previous year one) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.1.29 Lacs (Previous Year Rs.1.29 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest, where applicable, is payable on demand.

d) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 purchases of inventories and fixed assets.

5. a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered in to the register maintained u/s301 ofthe Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amount to Rs.756.38 Lacs (Previous year Rs. 778.63 lacs). It has incurred cash profit of Rs.84.39 Lacs in the financial year under review and Rs.115.65 Lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution/bank.

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

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this

Clause of the Companies (Auditors' Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 3151 March, 2012, we report that no significant funds raised on short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of ouraudit.

For Bhushan Aggarwal & Co., (Firm Registration No. 005362N) Chartered Accountants

sd/- (Shashi Bhushan)

Place: Ludhiana Prop.

Dated: 14.08.2012 M. No. 084005

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Mar 31, 2010

We have audited the attached Balance Sheet of Ritesh International Limited, Ludhiana as at 31st March 2010 and also the Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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.

We report that:

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

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

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

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

(c) The Balance Sheet and Profit & Loss Account, referred to in this report, are in agreement with the books of accounts;

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

(e) In our opinion the Balance Sheet, Profit & Loss Account and the Cash Flow statements dealt with this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to Note No.7, regarding the show cause notice issued by Excise Department, as given in the Notes on Accounts as per Annexure "T" give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i in the case of Balance Sheet, of the state of affairs of the Company as 31st March, 2010 and

i. in the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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



ANNEXURE TO AUDITORS REPORT



(Referred to in Paragraph (1) of our Report of even date)

1. a) The Company has maintained proper

records showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including fixed assets register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

d) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from three

(Previous year three) companies/firms / Individuals covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 212.08 Lacs (Previous Year Rs. 239.00 Lacs). There are two (Previous year two) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.1.63 Lacs (Previous Year Rs.1.43 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest, where applicable, is payable on demand.

d) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 purchases of inventories and fixed assets.

5. (a) Based on the audit procedure applied by us

and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the

Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31s March, 2010 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amount to Rs.839.14 Lacs (Previous year Rs. 883.08 lacs). It has incurred cash profit of Rs.97.20 Lacs in the financial year under review and Rs.67.43 Lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution/bank.

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

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this Clause of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

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

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 31sMarch, 2010, we report that no significant funds raised on short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Bhushan Aggarwal & Co.,

Chartered Accountants

Firm Registration No. 005362N

sd/-

Place : Ludhiana (S.B.Aggarwal)

Dated: 25.08.2010 Prop.