Auditor Report of Sanghvi Movers Ltd.

Mar 31, 2025

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the year ended March 31, 2025. 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 matters described below to be the key audit matters to be communicated in our report.

Sr. No Key Audit Matters	How the Key Audit Matters was addressed in our audit
1 Provision for expected credit loss for accounts receivable:	Our audit procedures performed in respect of this area include but
Refer note 10 of standalone financial statements with	are	not limited to:
respect to the disclosures of Trade Receivables. On March	1.	Obtained an understating of the Company''s policy on
31, 2025, Trade receivable balances aggregate to INR		assessment of impairment of trade receivables, including
17,559.93 Lakhs against which provision aggregating INR		design and implementation of controls over development of
938.57 Lakhs has been created towards credit risk and		the methodology for the computation of provision for credit
expected credit loss in the books of account.		losses including completeness and accuracy of information
The Company determines the allowance for credit		used in such estimation and computation and validation of
losses based on analysis of past data and determine the		management review controls.
default rate. Further, calculation of credit loss provision	2.	Verified the operating effectiveness of these controls on a
is a complex area and requires management to make		test check basis.
significant assumptions on customer payment behaviour	3.	Obtained independent balance confirmations from the
and estimating the level and timing of expected future		Company''s customers on a test check basis and performed
cash flows and interest rate to be used for time loss.		alternative procedures wherever applicable.
We identified allowance for credit losses as a key audit	4.	Verified subsequent receipts after the year-end on a test
matter because significant management judgement and assumptions are involved in calculating the expected	5.	check basis.
credit losses. This required an increased extent of effort when performing the audit procedures to evaluate		Verified aging of trade receivables for sample of customer transactions.
the reasonableness of management''s estimate of the	6.	Evaluated management comments and recovery plans for
expected credit losses including significant discussion with management on slow recoveries.		trade receivables outstanding for more than 180 days.

Sr. No Key Audit Matters	How the Key Audit Matters was addressed in our audit
	7.	Assessed the trade receivables impairment methodology applied in the current year and compared the Company''s provisioning rates against historical collection data.
	8.	Verified the completeness and accuracy of the disclosures in accordance with the requirements of the relevant Ind AS, which are included in note 10 of the standalone financial statements.
2 Revenue from contract with customer''s:	Our audit procedures performed in respect of this area include but
Refer note 25 and 36 of standalone financial statement	are not limited to:
with respect to the revenue recognized for the year	1.	Evaluating the appropriateness of the Company''s revenue
ended March 31, 2025. The Company recognized revenue		recognition policies in line with the applicable financial
of INR 8,494.93 Lakhs from Engineering, Procurement		reporting framework (Ind AS 115 - Revenue from Contracts
and Construction (EPC) contracts over time, using the		with Customers).
percentage-of-completion method (including revenue from discontinued operations).	2.	Testing the design and implementation, and operating effectiveness of key internal controls over revenue
This approach requires significant management		recognition, contract cost estimation, and project monitoring.
judgment in estimating total contract revenue and costs, determining the stage of completion, assessing contract modifications and variable consideration, and evaluating the recoverability of costs. Given the complexity of these contracts and the level of estimation involved, revenue recognition for Wind EPC contracts was considered a key audit matter.	3.	Selecting a sample of significant EPC contracts and performing the following: - • Reading key contract terms and conditions to assess the performance obligations and pricing, including any variable consideration or contract modifications. • Assessing the reasonableness of management''s estimates of total contract revenue and costs through comparison
		with budgets.
		• Comparing project status and stage of completion to
		internal reports and customer confirmations.
		• Evaluating the reasonableness of costs incurred to date
		and the estimated costs to complete, including inquiries with project management and engineering teams
	4.	Performing analytical procedures on margins across projects.
	5.	Evaluating the adequacy of the related disclosures in the financial statements regarding the judgments involved in revenue recognition.

We have audited the accompanying standalone financial
statements of Sanghvi Movers Limited ("the Company"), which
comprise the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss, including Other Comprehensive
Income, Statement of Changes in Equity and Statement of Cash
Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information (hereinafter
referred to as the standalone financial statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with 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, 2025, and profit
(including other comprehensive income), changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (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 Code of Ethics.
We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our opinion.

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 Director''s
report but does not include the standalone financial statements
and our auditor''s report thereon, which we obtained prior to
the date of this auditor''s report, and the Management report,
Chairman''s statement, Business Responsibility and Sustainability
Reporting and other information included in Annual report which
is expected to be made available to us after that date.

Our opinion on the standalone financial statements does not
cover the other information and we do not and will 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

identified above and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If, based on
the work we have performed on the other information that we
obtained prior to the date of this auditor''s report, 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.

When we read the Management report, Chairman''s statement,
Business Responsibility and Sustainability Reporting and other
information included in Annual report, if we conclude that there is
a material misstatement therein, we are required to communicate
the matter to those charged with governance under SA 720 ''The
Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with
Governance 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, changes
in equity 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. 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, the
Management and Board of Directors are responsible for assessing
the Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the 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.

We give in "Annexure A" a detailed description of Auditor''s
responsibilities for Audit of the standalone financial statements.

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 Act, we give

in "Annexure B" a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

(b) I n 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 except
for the matters stated in the paragraph 2(h)(vi) below
on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
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.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors
are disqualified as on March 31, 2025 from being
appointed as a director in terms of Section 164 (2) of
the Act.

(f) The reservation relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 2(b) above on reporting under
Section 143(3)(b) and paragraph 2(h)(vi) below on
reporting under Rule 11(g).

(g) 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 C".

(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, 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
standalone financial statements - Refer note 51
to the 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 has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

iv.

1. 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 person(s) or entity(ies),
including foreign entities ("Intermediaries"), with
the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

2. The Management has represented, that, to the
best of its knowledge and belief, no funds have
been received by the Company from any person(s)
or entity(ies), including foreign entities (Funding
Parties), with the understanding, whether recorded
in writing or otherwise, as on the date of this audit
report, that the Company shall, 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.

3. Based on the audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, and according to the information and
explanations provided to us by the Management in this
regard 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 (1)
and (2) above, contain any material mis-statement.

v. The final dividend paid by the Company during the
year in respect of the same declared for the previous
year is in accordance with section 123 of the Act to the
extent it applies to payment of dividend.

The Board of Directors of the Company have
proposed final dividend for the year which is subject
to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in
accordance with section 123 of the Act to the extent
it applies to declaration of dividend. (Refer note 16 to
the standalone financial statements).

vi. 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 the relevant
transactions recorded in the software except that in
absence of sufficient and appropriate audit evidence
including adequate coverage in SOC report we are
unable to comment on audit trail at database level,
as explained in note 53 to the financial statements.
Further, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with in respect of such accounting software
except for above. Additionally, the audit trail of prior
year has been preserved by the Company as per the
statutory requirements for record retention to the
extent it was enabled and recorded in respective years.

In regard to Payroll application

Based on our examination which included test checks,
the Company has used an accounting software for
maintaining its payroll records, which is managed and
maintained by a third-party software service provider
as explained in note 53 to the financial statements.
However, in absence of sufficient and appropriate audit
evidence including adequate coverage in SOC report
we are unable to comment whether the accounting
software has a feature of recording audit trail (edit log)
facility and whether the same has operated throughout
the period for all relevant transactions recorded in the
software or whether there is any instance of audit
trail feature being tampered with. Additionally, we are
unable to comment whether the audit trail of prior
year has been preserved by the Company as per the
statutory requirements for record retention

3. In our opinion, according to information, explanations
given to us, the remuneration paid by the Company to
its directors is within the limits laid prescribed under
Section 197 read with Schedule V of the Act and the
rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No.105047W

Nitin Manohar Jumani

Partner

Membership No.: 111700

UDIN: 25111700BMKSGI9759

Place: Pune

Date: 20 May 2025

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Mar 31, 2024

We have audited the accompanying financial statements of Sanghvi Movers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the 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 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 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 Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the Note 51 to the financial statements which describes that the remuneration payable to promoter director of the Company during the financial year ended March 31, 2024, exceeds the limits prescribed under Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by '' 517.70 Lakhs. The remuneration payable to promoter director in excess of the limits has been approved by the Board of Directors and the Company is in the process of placing the same before the shareholders for their approval by special resolution in the forthcoming Annual General Meeting.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the Management report, Chairman''s statement, Director''s report and other information included in Annual Report but does not include the financial statements and our auditor''s report thereon, which we obtained prior to the date of this auditor''s report, and the Management report, Chairman''s statement, Director''s report and other information included in Annual Report, which is expected to be made available to us after that date.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor''s report, 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.

When we read the Management report, Chairman''s statement, Director''s report and other information included in annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Board of Directors for the 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 financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 judgements 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material 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 financial statements.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Financial Statements.

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 Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

for the matters stated in the paragraph 2(h)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flow 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.

(e) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

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

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

(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, 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 financial statements - Refer Note 49 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 and Protection Fund by the Company.

iv. 1. 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing

or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2. The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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.

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. (Refer Note 16 to the financial statements).

vi. Based on our examination,

(a) In regard to Tally: The Company has used an accounting software for maintaining its books of account during the period April 01, 2023 till November 30, 2023, which has a feature of recording audit trail (edit log)

facility and the same has been enabled and operated throughout the year for all relevant transactions recorded in the software. During the course of our examination, we did not come across any instance of the audit trail being tampered with.

(b) In regard to Billing: The Company has used a billing software for maintaining its books of account for the period April 01, 2023, till November 30, 2023, which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was enabled at the database level throughout this period in respect of the software (Billing) to log any direct data changes.

Further, the audit trail facility has been operated throughout the period April 01, 2023, till November 30, 2023, for all relevant transactions recorded in the accounting software, except for the software at the database level as stated above, in respect of which the audit trail facility has not operated throughout the period for all relevant transactions recorded in this accounting software.

Further, during the course of our examination, we did not come across any instance of audit trail feature being tampered with, in respect of the accounting software for the period for which the audit trail feature was enabled and operating.

(c) In regard to Material Resource Planning

(''MRP'') & Bank Payment Requisition

(''BPR'') software: The Company has used a material and payment requisition software for maintaining its books of account for the period April 01, 2023 till November

30, 2023, which did not have a feature of recording audit trail (edit log) facility throughout this period.

(d) In regard to Paypac: The Company has used an accounting software for maintaining its books of accounts pertaining to payroll processing during the year ended March

31, 2024, which is operated by a third-party software service provider. In the absence of independent service auditors report, we are unable to comment whether the software has a feature of recording audit trail (edit log) facility, nor are we able to comment on whether the audit trail feature was enabled in the said

software and operated throughout the year for all relevant transactions recorded in the software. We are further unable to comment as to whether there were any instances of the audit trail feature been tampered with.

(e) In regard to SAP software: The Company has used an accounting software for maintaining its books of account for the period December 04, 2023, till March 31, 2024, which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was enabled at the database level throughout the said period in respect of the software (SAP) to log any direct data changes.

Further, the audit trail facility has been operated throughout the period from

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Nitin Manohar Jumani

Partner

Membership No. 111700 UDIN: 24111700BKAIKM3401

Place: Pune Date: May 16, 2024

December 04, 2023, till March 31, 2024 for all relevant transactions recorded in the accounting software, except for the software at the database level as stated above, in respect of which the audit trail facility has not operated for all relevant transactions recorded in this accounting software throughout this period.

Further, during the course of our examination, we did not come across any instance of audit trail feature being tampered with, in respect of the accounting software for the period for which the audit trail feature was enabled and operating.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

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Mar 31, 2023

Sanghvi Movers Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Sanghvi Movers Limited (“the Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid 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 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 31,2023, and profit, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit 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 Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31,2023 (current year). 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.

DESCRIPTION OF KEY AUDIT MATTER

ALLOWANCE FOR EXPECTED CREDIT LOSS FOR TRADE RECEIVABLES

Refer Note 10 of Standalone Financial statement with respect to the disclosures of Trade Receivables. As at March 31,2023, Trade receivables balances aggregate to INR 11,224.05 Lakhs against which provision aggregating to INR 1,334.57 Lakhs has been created towards increase in credit risk and expected credit loss for trade receivables in the books of account.

The Company determines the allowance for expected credit losses based on analysis of historical data and determine the default rate. The Company considered current and anticipated future economic conditions relating to industries the Company deals with, to calibrate the provision matrix to adjust the historical credit loss experience with forwardlooking information. Further, calculation of expected credit loss provision is a complex area and requires management to make significant judgment and assumptions on customer payment behaviour and estimating the level and timing of expected future cash flows and interest rate to be used for time value of money.

We identified allowance for expected credit losses as a key audit matter because significant management judgement and assumptions are involved in calculating the level and timings of expected cash flows taking into account customer payment behaviour and the estimated default rates. This required an increased extent of effort when performing the audit procedures to evaluate the reasonableness of management’s estimate of the expected credit losses including significant discussion with management on slow recoveries.

HOW WAS THE KEY AUDIT MATTER ADDRESSED IN THE AUDIT:

Our audit procedures performed in respect of this area include the following:

- Obtained an understating of the Company’s policies and processes on assessment of impairment of trade receivables, including design and implementation of controls over the development of the methodology for the computation of provision for expected credit losses including completeness and accuracy of information used in such estimation and validation of management review controls.

- Verified the operating effectiveness of these controls on a test check basis.

- Verified subsequent receipts of the year end trade receivables balances after the year-end on a test check basis

- Evaluated management comments and recovery plans for trade receivables outstanding for more than 180 days as on year end to assess their creditworthiness.

- Assessed the trade receivables impairment methodology applied in the current year and compared the

consistency and reasonableness of the Company’s provisioning rates against historical collection data and

default rates.

- Verified the completeness, adequacy and accuracy of the disclosures in accordance with the requirements of the relevant Ind AS, which are included in note 10 of the Standalone financial statements.

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 Management report, Chairman’s statement, Director’s report and other information included in Annual Report but does not include the standalone financial statements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Management report, Chairman’s statement, Director’s report and other information included in annual report, which is expected to be made available to us after that date.

Our opinion on the standalone financial statements does not cover the other information and we do not and will 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 identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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.

When we read the Management report, Chairman’s statement, Director’s report and other information included in annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor’s responsibilities Relating to Other Information’.

RESPONSIBILITIES OF BOARD OF DIRECTORS 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, changes in equity 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. 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, the Board of Directors 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 the Board of Directors 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 RESPONSIBILITIES 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.

We give in “Annexure A’ a detailed description of Auditor’s responsibilities for Audit of the Standalone Financial Statements.

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 Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow 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.

(e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31,2023 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 C”.

(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 on its financial position in its standalone financial statements - Refer Note 47 to the 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv.

1. 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 person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2. The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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.

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1,2023, reporting under this clause is not applicable.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Nitin Manohar Jumani

Partner

Place: Pune Membership No. 111700

Date: May 24, 2023 UDIN: 23111700BGWHXK9261

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Mar 31, 2018

Report on the Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Sanghvi Movers Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit/loss and 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) prescribed 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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS 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 thereunder.

We conducted our audit of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 presentation of the Ind AS financial statements.

We are also responsible to 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 entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 31 March 2018, its loss and other comprehensive income, changes in equity 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, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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, 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements; Refer Note 24 to the Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; Refer Note 22 to the Ind AS financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However amounts as appearing in the audited Standalone Ind AS financial statements for the period ended 31 March 2017 have been disclosed.

Annexure A to the Independent Auditors’ Report - 31 March 2018

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31 March 2018, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which its fixed assets are verified in a phased manner every year. In our opinion, this periodicity of physical verification 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) The title deeds of the immovable properties are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and therewere no material discrepancies noted during such verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loans, made any investments, or provided any guarantees, and security to which the provisions of section 185 and 186 of the Companies Act, 2013 apply. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits in accordance with the provisions of section 73 to 76 of the Act and the rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(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, Service tax, Duty of customs, Value added tax, Goods and Services Tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income tax, Sales tax, Service tax, Duty of customs, Value added tax, Goods and Services Tax and other material statutory dues were in arrears as at 31 March 2018, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Service tax, Sales tax, Duty of customs and Value added tax which have not been deposited by the Company with appropriate authorities on account of any disputes except for the following:

Name of the statute	Nature of dues	Amount (INR lakhs)	Amount paid under protest (INR lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax - TDS Demands	3.03	-	2007-18	Commissioner of Income Tax Appeals
Income Tax Act, 1961	Income Tax -Disallowance	27.93	27.93	2014-15	Commissioner of Income Tax Appeals
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	582.31	15.00	April 2009 to March 2010	Joint Commissioner Sales Tax Appeals, Pune
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	915.97	30.79	April 2008 to March 2009	Sales Tax Tribunal, Mumbai
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	11,110.47	373.34	April 2008 to March 2009	Sales Tax Tribunal, Mumbai
The Finance Act, 1994	Service tax on services to SEZ units	237.48	19.59	2009-2012	Customs, Excise & Service Tax Appellate Tribunal, Mumbai
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	1,120.38		April 2007 to March 2008	Joint Commissioner of Sales Tax, Pune
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	6,417.80		April 2007 to March 2008	Joint Commissioner of Sales Tax, Pune
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	7,738.16		April 2010 to March 2011	Joint Commissioner of Sales Tax, Pune
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	1,136.84		April 2010 to March 2011	Joint Commissioner of Sales Tax, Pune

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks. The Company did not have any loan or borrowings from government or any debentures outstanding during the year.

(ix) 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. The Company had not raised money by way of further public offer (including debt instruments) during the year.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us, the managerial remuneration is paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as per the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with section 177 and 188 of the Act and the details, as required by the applicable accounting standards have been disclosed in the Ind AS financial statements.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partially convertible debentures during the year.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them during the year. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Referred to in paragraph 2(f) in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of Sanghvi Movers Limited on the Ind AS financial statements for the year ended 31 March 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of Sanghvi Movers Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of the management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

Firm Registration No: 101248W/ W-100022

Swapnil Dakshindas

Place: Pune Partner

Date: 25 May 2018 Membership No: 113896

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Mar 31, 2017

Report on the IND AS Financial Statements

We have audited the accompanying IND AS financial statements of Sanghvi Movers Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the IND AS 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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.

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 IND AS 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 IND AS 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 thereunder.

We conducted our audit of the IND AS financial statements 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 IND AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the IND AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the IND AS 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 IND AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 presentation of the IND AS 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 IND AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND AS 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 including the IND AS, of the state of affairs (financial position) of the Company as at 31 March 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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.

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 bylaw 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, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid IND AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the Directors as on 31 March 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2017 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 and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its IND AS financial statements - Refer Note 24 to the IND AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer to Note 16 to the IND AS financial statements;

iii. There has been no delay in transferring amounts, required to be transferred by the Company during the year to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in the IND AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of account maintained by the Company. Refer to Note 29 to the IND AS financial statements.

Annexure B to the Independent Auditors’ Report - 31 March 2017

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31 March 2017, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which its fixed assets are verified in a phased manner every year. In our opinion, this periodicity of physical verification 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) The title deeds of the immovable properties are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and there were no material discrepancies noted during such verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loans, made any investments, or provided any guarantees, and security to which the provisions of Section 185 and 186 of the Companies Act, 2013 apply. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits in accordance with the provisions of Section 73 to 76 of the Act and the rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.

(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, Service tax, Duty of customs, Value added tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities except for few instances relating to Service tax aggregating Rs. 46.62 lakhs wherein there have been delays ranging from 31 to 92 days. As explained to us, the Company did not have any dues on account of Duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income tax, Sales tax, Service tax, Duty of customs, Value added tax and other material statutory dues were in arrears as at 31 March 2017, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Service tax, Sales tax, Duty of customs and Value added tax which have not been deposited by the Company with appropriate authorities on account of any disputes except for the following:

Name of the statute	Nature of dues	Amount (Rs. lakhs)	Amount paid under protest (Rs. lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax -TDS Demands	6.24	-	2007-17	Assessing Officer of Income Tax, Pune
Income Tax Act, 1961	Income Tax -Disallowances	117.43	117.43	2012-13	Commissioner of Income Tax Appeals, Pune
Gujarat Value Added Tax Act, 2003	Sales tax demand on crane hiring services	124.75	-	June 2008 to March 2009	Gujarat Value Added Tax Tribunal
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	582.31	15.00	April 2009 to March 2010	Joint Commissioner Sales Tax Appeals, Pune
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	915.97	30.79	April 2008 to March 2009	Sales Tax Tribunal, Mumbai
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	11,110.47	373.34	April 2008 to March 2009	Sales Tax Tribunal, Mumbai
The Finance Act, 1994	Service tax on services to SEZ units	261.20	19.59	2009-2012	Customs, Excise & Service Tax Appellate Tribunal, Mumbai
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	1,120.38	-	April 2007 to March 2008	Joint Commissioner of Sales Tax, Pune
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	6,417.80	-	April 2007 to March 2008	Joint Commissioner of Sales Tax, Pune
Central Sales Tax Act, 1956	Sales tax demand on crane hiring services	7,738.16	-	April 2010 to March 2011	Joint Commissioner of Sales Tax, Pune
Maharashtra Value Added Tax Act, 2002	Sales tax demand on crane hiring services	1,136.84	-	April 2010 to March 2011	Joint Commissioner of Sales Tax, Pune

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks. The Company did not have any loan or borrowings from financial institutions, government or any debentures outstanding during the year.

(ix) 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. The Company had not raised money by way of further public offer (including debt instruments) during the year.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us, the managerial remuneration is paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as per the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with Section 177 and 188 of the Act and the details, as required by the applicable accounting standards have been disclosed in the Ind AS financial statements.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partially convertible debentures during the year.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them during the year. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to register under Section 45-IA of the Reserve Bank of India Act, 1934.

For BSR& Co. LLP

Chartered Accountants

Firm Registration No: 101248W/W-100022

Vijay Mathur

Partner

Membership No.: 046476

Place : Mumbai

Date : 30May2017

---

Mar 31, 2014

We have audited the accompanying financial statements of Sanghvi Movers Limited ("the Company") which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 misstatement.

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

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

Opinion

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

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2014;

ii. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, Statement of Profit and Loss and 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 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 at on 31 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 Act.

Annexure to the Independent Auditors'' Report – 31st March 2014 [Referred to in the Independent Auditors'' Report to the Members of Sanghvi Movers Limited (''the Company'') on the financial statements for the year ended 31st March 2014]

We report as follows:

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

(b) The Company has a regular program of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

(b) In our opinion and according to the information and explanations given to us, the procedures for 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered

in the register maintained under section 301 of the Act. Accordingly, paragraphs 4(iii) (a) to 4(iii) (d) of the Order are not applicable.

(b) The Company has availed unsecured loans from three parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year and the year-end balance of this loan was Rs. 196,200,000.

(c) In our opinion the rate of interest and other terms and conditions on which the aforesaid loans have been taken are not, prima facie, prejudicial to the interests of the Company.

(d) In the case of the aforesaid loans, there was no principal amount repayable during the current financial year. The Company has been regular in repayment of interest as per the terms of the agreement.

4 In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and similarly certain services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system 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 rendering of services. The Company''s activities do not involve sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts

andarrangements referred to in section 301 of the Act, have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 Lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. However, on the basis of information and explanations provided, the same appear reasonable.

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

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

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, for services rendered by the Company.

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

records, the Company has generally been regular in depositing undisputed statutory dues including Income tax, Wealth tax, Service tax, Customs duty, Sales tax, Provident Fund, Employees'' State Insurance, Professional tax and other material statutory dues during the year with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Customs duty, Sales tax, Provident Fund, Employees'' State Insurance, Professional tax 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.

(b) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax, Sales tax and Customs duty which have not been deposited by the company with the appropriate authorities on account of any disputes other than those stated below:

Name of the Nature of the Amount Amount paid statute dues (Rs in Lakhs) under protest (Rs in Lakhs)

Income Tax Act, Income tax – TDS 21.47 _ 1961 demands

Income Tax Act, Income tax - 237.47 132.84 1961 Disallowances

Gujarat Value Sales tax demand 124.75 _ Added Tax Act, on crane hiring 2003 services

Maharashtra Sales tax demand 582.31 _ Value Added Tax on crane hiring Act, 2002 services

The Finance Act, Service tax on 261.20 _ 1994 services to SEZ units

Name of the Period to which Forum where dispute statute the amount relates is pending

Income Tax Act, 2007-2014 Commissioner of 1961 Income Tax - Appeals, Pune

Income Tax Act, 2008-2011 Commissioner of 1961 Income Tax, Pune

Gujarat Value June 2008 to Gujarat Value Added Tax Act, March 2009 Added Tax Tribunal 2003

Maharashtra April 2009 to Deputy Value Added Tax March 2010 Commissioner Act, 2002 VAT, Pune*

The Finance Act, 2009-2012 Commissioner of 1994 Central Excise, Pune

10 The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash loss in the current financial year and in the preceding finincial 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 its bankers. The Company did not have any dues to any financial institutions or any oustanding debentures during the year.

12 The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

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 the funds raised on short-term basis have not been used for long-term investments.

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

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

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

21 According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP Chartered Accountants Firm Registration No. 101248W

Juzer Miyajiwala Place : Pune Partner Date : 30th May 2014 Membership No. 047483

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Sanghvi Movers Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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"). 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31 March 2013; ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to Independent Auditors'' Report – 31 March 2013

[Referred to in Auditors'' Report to the Members of Sanghvi Movers Limited (''the Company'') on the financial statements for the year ended 31 March 2013] We report as follows:

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification during the year.

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

2 (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 the information and explanations given to us, the procedures for 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has availed unsecured loans from three parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs.172,100,000 and the year- end balance of such loan is Rs.172,100,000.

(c) In our opinion, the rate of interest and other terms and conditions on which the aforesaid loans have been taken are not, prima facie, prejudicial to the interests of the Company.

(d) In the case of the aforesaid loans, there was no principal amount repayable during the current financial year. The Company has been regular in repayment of interest as per the terms of the agreement.

4 In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of inventories and fixed assets are for the Company''s specialised requirements and similarly certain services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, 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 the rendering of services. The Company''s activities do not involve sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5 In our opinion, and according to the information and explanations given to us, there are no contracts or arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

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

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

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, for services rendered by the Company.

9 (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Wealth tax, Sales tax, Service tax, Customs duty and other material statutory dues during the year with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income tax, Wealth tax, Sales tax, Service tax, Customs duty and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax and Customs duty which have not been deposited with the appropriate authorities on account of disputes other than those stated below:

Name of the Nature of the Amount(Rs Amount paid statute dues in lakhs) under protest (Rs in lakhs)

Income Tax Act, Income tax TDS 37.83 1961 demands

Income Tax Act, Income tax 498.07 381.46 1961 Disallowances

Gujarat Value Sales tax demand 124.75 Added Tax Act, on crane hiring 2003 services

Gujarat Motor RTO tax under 44.46 Vehicles Act, Gujarat Motor 1989 Vehicles Act

NAME Period to which Forum where the amount dispute relates is pending

Income Tax Act, 2007-2012 Commissioner of Income Tax - Appeals, Pune

Income Tax Act, 2008-2010 Commissioner of Income Tax -Pune

Income Tax Act, June 2008 to Gujarat Value March 2009 Added Tax Tribunal

Income Tax Act, N.A. Gujarat High Court

10 The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and 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 its bankers. The Company did not have any outstanding dues to any financial institutions or debenture holders during the year.

12 The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/mutual benefit fund/society.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15 In our opinion and according to the information and explanations given to us, Company has not given any guarantees for loans taken by others from banks or financial institutions.

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 the funds raised on short-term basis have not been used for long- term investments.

18 According to the information and explanations given to us, the Company has not made preferential allotment of shares to companies/firms/other parties covered in the register maintained under section 301 of the Act.

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

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

21 According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co.

Chartered Accountants

Firm registration no. 101248W

Juzer Miyajiwala

Place : Pune Partner

Date : 27th May 2013 Membership No. 047483

---

Mar 31, 2012

We have audited the attached Balance Sheet of Sanghvi Movers Limited ('the Company') as at 31 March 2012 and the Statement of Profit and Loss and the Cash Flow Statement 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.

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

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

2 Further to our comments in the Annexure referred to in paragraph 1 above we report that:

a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, 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, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from the Directors of the Company as on31 March 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

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

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

[Referred to in paragraph 1 of the Auditors' Report to the Members of Sanghvi Movers Limited ('the Company') on the financial statements for the year ended 31 March 2012]

We report as follows:

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification during the year.

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

2 (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 the information and explanations given to us, the procedures for 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 is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3 (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has availed an unsecured loan from a party covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 64,000,000 and the year-end balance of such loan is Rs. 21,400,000.

(c) In our opinion, the rate of interest and other terms and conditions on which the aforesaid loan has been taken are not, prima facie, prejudicial to the interests of the Company.

(d) In the case of the aforesaid loan, the principal sum and the interest are repayable on demand.

4 In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of inventories and fixed assets are for the Company's specialised requirements and similarly certain services rendered and goods sold are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, 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 the rendering of services and sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for purchase of certain services which are for the Company's specialized requirements for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

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

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

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, for services rendered by the Company.

9 (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Sales tax, Service tax, Customs duty and other material statutory dues during the year with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Sales tax Service tax, Customs duty and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax and Customs duty which have not been deposited with the appropriate authorities on account of disputes other than those stated below:

Name of the Nature of Amount Period to Forum where dispute is statute the dues (Rs in lakhs) which the pending amount relates

Income Tax Act, Income tax & TDS 161.65 2007-2012 Commissioner of Income 1961 demands Tax -Appeals, Pune

Gujarat Value Sales tax demand on 124.75 June 2008 to Gujarat Value Added Added Tax Act, crane hiring services March 2009 Tax Tribunal 2003

Gujarat Motor RTO tax under 44.46 N.A. Gujarat High Court Vehicles Act, Gujarat Motor 1989 Vehicles Act

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

11 In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

12 The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the Company is not a chit fund/nidhi/mutual benefit fund/society.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15 In our opinion and according to the information and explanations given to us, Company has not given any guarantees for loans taken by others from banks or financial institutions.

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 the funds raised on shortterm basis have not been used for long-term investments.

18 According to the information and explanations given to us, the Company has not made preferential allotment of shares to companies/firms/other parties covered in the register maintained under section 301 of the Act.

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

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

21 According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co.

Chartered Accountants

Place: Mumbai Firm registration no: 101248W

Date: 30th May 2012

Vijay Mathur

Partner

Membership No: 046476

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Mar 31, 2011

We have audited the attached Balance Sheet of Sanghvi Movers Limited as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement 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.

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 from any 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.

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

Further to our comments in the Annexure referred to above, we report that -

1) 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;

2) 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;

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

4) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5) On the basis of representations made by the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

6) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Notes forming part thereof, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India :

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

b) in the case of Profit and Loss Account, of the Profit for the year ended on that date; and

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

Annexure To The Auditors' Report

On the basis of such checks as we considered appropriate and on the basis of examination of records and in terms of the information and explanations given to us, we state that:

(i) (a) The Company has maintained records showing full particulars including quantitative details of fixed assets, excepting the situation of movable fixed assets, which change with orders under execution.

(b) The management has a programme of physically verifying major fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were reported on such verification.

(c) The Company has not disposed off substantial part of fixed assets so as to affect its going concern status.

(ii) (a) Physical Verification of inventory was conducted by the Management at the year end and was test checked by us.

(b) 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) Records of inventory showing, quantity of receipts, issues and balances with dates of transactions are maintained. Stocks of inventory brought forward from last year and purchases made during the year which are unconsumed at year end have been valued and are properly dealt with in the books of account.

(iii) (a) Other than unsecured loan of Rs. 640 lakhs taken from a company listed in the register maintained under section 301 of the Companies Act, 1956, the Company has not taken or granted any loans from companies, firms or other parties listed therein.

(b) In our opinion, the rate of interest and other terms and conditions of the loan taken by the Company are prima facie not prejudicial to the interest of the Company.

(c) The quantum of the loan which was called back was regularly repaid. Interest for the year is provided and is yet to be paid.

(d) As on the balance sheet date, no amount was overdue for payment.

(iv) In our opinion, there are generally adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of consumables, stores, spares and fixed assets. The Company does not sell goods. We have not come across any instance of major weakness in the said internal controls.

(v) (a) On the basis of audit procedures performed by us, we are of the opinion that the transactions in which Directors were interested and which were required to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) Based on the information and explanation given to us, in our opinion, these transactions have been made at reasonable prices having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public, hence clause (vi) of the Order does not apply.

(vii) In our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

(viii) The Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956, except for its business of generation of electricity from wind power. We have broadly reviewed the prescribed accounts and records maintained.

(ix) (a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty and other statutory dues with appropriate authorities. As per information and explanations given to us, no such undisputed statutory dues were in arrears as at 31st March 2011 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Nature of Dues Rs.in Lakhs Forum where Dispute is being Contested

Gujarat Motor Vehicles Tax 44.46 Gujarat High Court

Employees State Insurance 1.75 Industrial Court, Pune

Income Tax – TDS demands 135.11* CIT(Appeals)-V, Pune

Commercial Tax Officer, Gujarat 124.75 # Gujarat Value Added Tax Tribunal

* These demands have been raised despite of regular payment of TDS.

# Contention of CTO, Gujarat, is that VAT is payable @ 15% on same revenues on which service tax is being paid.

(x) The Company has not incurred cash loss during the year nor does it have accumulated losses, hence clause (x) of the Order does not apply.

(xi) The Company has not defaulted in repayment of its dues to any Bank, there being no borrowings from financial institutions or from debenture holders.

(xii) The Company has not granted any loans or advances on the pledge of any securities, hence clause (xii) of the Order does not apply.

(xiii) Clause (xiii) of the Order relating to chit funds does not apply to the Company.

(xiv) The Company does not deal in shares, securities, debentures and other investments and accordingly clause (xiv) of the Order does not apply.

(xv) The Company has not given any guarantee for loans taken by others from a bank, hence clause (xv) does not apply to the Company.

(xvi) We state that the Company has generally applied the term loans received for the purposes they were obtained.

(xvii) We state that on an overall basis, no funds raised on short-term basis have been applied by the Company for long-term investments.

(xviii) During the year under review, no shares were allotted to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any secured debentures and accordingly clause (xix) of the Order does not apply.

(xx) During the year under review, the Company did not raise any money by way of a public issue of shares or securities, hence clause (xx) of the Order does not apply.

(xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For L. M. JOSHI & CO.

Chartered Accountants

F. No. 104403W

Prasanna L. Joshi

Pune: Partner

30th May 2011 M. No. 35097

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Mar 31, 2010

We have audited the attached Bala nce Sheet of Sanghvi Movers Limited as at 31 st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement 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.

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 from any 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.

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

Further to our comments in the Annexure referred to above, we report that -

1) 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;

2) 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;

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

4) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5) On the basis of representations made by the Directors of the Company and taken on record by the Board of Directors , wereport that none of the Directors is disqualified as on 31 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;

6) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Notes forming part thereof, particularly Note 4 regarding change in accounting policy on stores and spare parts purchased for repairs and maintenance resulting in an increase in profit before tax by Rs. 288 Lakhs, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India :

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

b) in the case of Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT On the basis of such checks as we considered appropriate and on the basis of examination of records and in terms of the information and explanations given to us, we state that:

(i) (a) The Company has maintained records showing full particulars including quantitative details of fixed assets, excepting the situation of movable fixed assets, which change with orders under execution.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets so as to affect its going concern status.

(i) (a) Physical Verification of inventory was conducted by the Management at the year end and was test checked by us.

(b) The procedures of physical verification of inventory followed by the management need to be improved to be reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Records of inventory showing, quantity of receipts, issues and balances with dates of transactions are maintained. Stocks of inventory from purchases during the year have been valued and properly dealt with in the books of account.

(i) (a) Other than a loan of Rs. 70 Lakhs granted to and Rs. 435 Lakhs taken from a company listed in the register maintained under Section 301 of the Companies Act, 1956, the Company has not taken or granted any loans from companies, firms or other parties listed therein.

(b) In our opinion, the rate of interest and other terms and conditions of the loans given and taken by the Company are prima facie not prejudicial to the interest of the Company.

(c) The payment of interest is regular. The loans have been repaid.

(d) As on the balance sheet date, no amount was due to or by the Company.

(iv) In our opinion, there are generally adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of consumables, stores, spares and fixed assets. The Company does not sell goods. We have not come across any instance of major weakness in the said internal controls.

(v) (a) On the basis of audit procedures performed by us, we are of the opinion that the transactions in which Directors were interested and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) Based on the information and explanation given to us, in our opinion, these transactions have been made at reasonable prices having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public, hence clause (vi) of the Order does not apply.

(vi) In our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

(vi) The Company is not required to maintain cost records under Section 209(1)(d) of the Companies Act, 1956, except for its business of generation of electricity from wind power. We have broadly reviewed the prescribed accounts and records maintained.

(ix) (a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty and other statutory dues with appropriate authorities. As per information and explanations given to us, no such undisputed statutory dues were in arrears as at 31st March 2010 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Nature of Dues Rs in Lakhs Forum where Dispute is Pending

Gujarat Motor Vehicles Tax 44.46 Gujarat High Court

Employees State Insurance 1.75 Industrial Court, Pune

Income Tax 126.22 CIT(Appeals)-V, Pune

(x) The Company has not incurred cash loss during the year nor does it have accumulated losses, hence clause (x) of the Order does not apply.

(xi) The Company has not defaulted in repayment of its dues to any Bank, there being no borrowings from financial institutions or from debenture holders.

(xii) The Company has not granted any loans or advances on the pledge of any securities, hence clause (xii) of the Order does not apply.

(xiii) Clause (xiii) of the Order relating to chit funds does not apply to the Company.

(xiv) The Company does not deal in shares, securities, debentures and other investments and accordingly clause (xiv) of the Order does not apply.

(xv) The Company has not given any guarantee for loans taken by others from a bank, hence clause (xv) does not apply to the Company.

(xvi) We state that the Company has generally applied the term loans received for the purposes they were obtained.

(xvii) We state that on an overall basis, no funds raised on short-term basis have been applied by the Company for long-term investments.

(xviii) During the year under review, no shares were allotted to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any secured debentures and accordingly clause (xix) of the Order does not apply.

(xx ) During the year under review, the Company did not raise any money by way of a public issue of shares or securities, hence clause (xx) of the Order does not apply.

(xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

ForL.M.JOSHI & CO.

Chartered Accountants

F. No. 104403W



Prasanna L. Joshi

Partner

M.No . 35097

Pune

26 th May, 2010