Auditor Report of Shri Bholanath Carpets Ltd.

Mar 31, 2024

We have audited the accompanying (Standalone) financial statements of SHRI BHOLANATH CARPETS LIMITED,
which comprise the Balance Sheet as at March 31, 2024 and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other explanatory
information.

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 (‘Act) in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2024 and its profits or Loss for the year ended on that date.

Basis for opinion

We have conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the
Companies Act, 2013. 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 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 we have obtained 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 of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below our description of how our audit addressed the matter
is provided in that context.

A. Revenue Recognition

The accounting policies of the company for revenue recognition are set out in the Financial Statement. The auditors
of company have reported revenue recognition as a key audit matter due to the high volume of the transactions,
high degree of manufacturing process, labour involvement and considering that accounting involve exercise of
judgments and estimates, thereby affecting oeeurrenee and accuracy assertions in respect of revenue recognition.
The company is engaged in manufacturing , export and trading carpets on a principal basis and recognizes full
value of consideration on transfer of control of traded goods to the customers which most of the time coincides with
collection of cash or cash equivalent.

Auditors Response

Our audit procedures included and were not limited to the following:

• Obtained and read the financial statements of the company to identify whether the revenue recognition policies
are followed in the financial statement of the company.

• We performed audit the following procedures as under:-

i. involvement of IT environment and testing of the IT environment inter-alia for access controls and change
management controls over company’s billing and other relevant support systems.

ii. evaluation and testing of the design and operating effectiveness of the relevant business process controls,
inter-alia controls over the capture, measurement and authorization of revenue transactions and involvement of IT
specialists for testing the automated controls therein.

iii. Evaluation of substantive testing involved, testing collections, testing the reconciliation between revenue per the
billing system and the financial records and testing supporting documentation for manual journal entries posted in
revenue to ensure veracity thereof.

iv. Validation of the judgements and estimates exercised by the management regarding the application of revenue

recognition accounting standard._

2.Inventory

The auditors Company have reported existence of inventory as a key audit matter due to involvement of high risk
and high volumes .

Auditors Response

Our audit procedures included and were not limited to the following:

We performed inquiry of the audit procedures performed by them to address the key audit matter. As reported to us
by the subsidiary auditor, the following procedures have been performed by them:-

i. Evaluation of the design and testing of the implementation of internal controls relating to physical inventory

ii. Performance of test of controls over verification of documentary evidences of controls including the calculation of

consumption of raw material in relation to manufacturing prosess and its loss occurred during manufacturing .

iii. Performance of test of details through sample selection of stores as part of the inventory verification program,
including verification of inventory with documentary evidence and verification of shrinkage and moisture gain or
loss.

3. Litigation matters

The company has certain significant open legal proceedings with the Income tax , continuing from earlier years,
which are as under:

Due to complexity involved in these litigation matters, management’s judgement regarding recognition and
measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the
outcomes of the legal cases are determined. Accordingly, it has been considered as a key audit matter
Auditors Response

Our audit procedures included and were not limited to the following:

i. Assessing management’s position and judgement through discussions (where considered necessary) on legal
precedence and other ruling in evaluating managements position on these uncertain tax positions and the
probability of success in the aforesaid cases, and the magnitude of any potential loss.

ii. Discussion with the management on the development in these litigations during the year ended March 31, 2024.
Review of the disclosures made in the financial statements in this regard.

iii. Obtained representation letter from the management on the assessment of these matters.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information
comprises the information included in the Board’s Report including Annexures to Board’s Report, Business
Responsibility Report but does not include the financial statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements

or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Based on the work we have performed, we conclude that there is no material misstatement in this other information
and conclued that we have nothing to report in this regard.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information
comprises the information included in the Board’s Report including Annexures to Board’s Report, Business
Responsibility Report but does not include the financial statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements

or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Based on the work we have performed, we conclude that there is no material misstatement in this other information
and conclued that we have nothing to report in this regard._

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

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

The board of directors are 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.

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls system in place
and the operating effectiveness of such controls.

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

Conclude on the appropriateness of management and Board of Directors’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
_to outweigh the public interest benefits of such communication._

1 As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the CentralGovernment
in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on thematters 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
appears from our examination of those books.

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

(d) In our opinion, the aforesaid (Standalone) financial statements comply with the Accounting Standards

specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) With respect to the adequacy of the internal financial controls with reference to standalonefinancial
statements of the Company and the operating effectiveness of such controls, refer toour separate Report
in “Annexure B”. Our report expresses an unmodified opinion on theadequacy and operating
effectiveness of the Company’s internal financial controls withreference to standalone financial
statements.

(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:

1) The Company has not deposited self assessment tax of the past precedings two assessment year
inculding the current assessment year and also have some of the pending litigations which would not
impact its financial position as such which is mentioned below:-

S.Nc	Name of the Statute	Nature of Dues	Gross Amount	Paid Under Protest 1	Period	Sec tio n	Forum Where the Dispute is Pending
1	Income Tax	Income Tax	27,98,068.00	-	2009-10	154	CIT(Appeals)
2	Income Tax	Income Tax	2,30,316.00	-	2021-22	143( la)	ITO
3	Income Tax	Income Tax	3,301.00	-	2015-16	250	CIT(Appeals)
4	Income Tax	Income Tax	64,270.00	-	2017-18	143(3)	CIT(Appeals)
5	Income Tax	Income Tax	14,57,638.00		2013-14	143(3)	CIT(Appeals)
6	Income Tax	Income Tax	4,76,050.00		2019-20	143(la)	ITO
7	Income Tax	Income Tax	1,57,852.00		2018-19	143(3)	CIT(Appeals)
8	Income Tax	Income Tax	8,24,960.00		2012-13	154	CIT(Appeals)
9	Income Tax	Income Tax	9,18,323.00		2020-21	154	CIT(Appeals)
io	Income Tax	Income Tax	2,34,734.00		2021-22	143(1)
11	Income Tax	Income Tax	6,257.00		2022-23	143(1)

(c) Based on the audit procedures that have been considered reasonable

5) The Company has neither declared dividend nor distributed dividend

6) Based on our examination, which included test checks, the Company

For O.P. TULSYAN & CO.
CHARTERED ACCOUNTANTS
FRN 500028N

PLACE: VARANASI

DATE: 30/05/2024 Sd/-

(S.N.GARG)

(PARTNER)

M.No. 052740

1

Inculding Interest and Refund Adjusted by

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

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

4) (a) The Management has represented that, to the best of its knowledge and belief, details of funds in
Note No. 13 (which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or
entities 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;_

---

Mar 31, 2015

We have audited the accompanying financial statements of SHRI BHOLANATH CARPETS LIMITED FORMERLY KNOW BIL CONTINENTAL LTD. which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the statement of 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 and financial performance of the company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

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

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

OPINION

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

a) In case of Balance Sheet, of the state of affairs of the Company as at March 31,2015; and

b) In the case of the Statement of profit and loss, of the profit for the year ended on that date.

c) In the case of the Statement of cash flow for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 As required by the Companies (Auditor's Report) Order,2015, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the order.

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

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

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Statement of cash flow dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors, as on 31ST MARCH, 2015 , and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31ST MARCH, 2015 from being appointed as a director in terms of Section 164(2) of the Act;

ANNEXURE TO THE AUDITORS REPORT

M/s. SHRI BHOLANATH CARPETS LIMITED FORMERLY KNOW BIL CONTINENTAL LIMITED

1 a) As pe the Explanation provided by manangement the records of Fixed Assets are under prepration.

b) The fixed assets have not been physically verified during the year by the management

c) Based on scrutiny of the records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended 31st March, 2015 substantial or otherwise. Hence the question of reporting whether the sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

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

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

c) In our opinion the company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under Section 189 of the companies act, 2013;

a. The company has not taken loans.

b. In respect of loan taken / granted by the company, the principal is repayable on demand.

There are no overdue amounts in respect of loan taken / granted by the company.

4 In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory & fixed assets.

5 Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under section 189 of the the Companies Act, 2013.

6 The company has not accepted any deposits from the Public

7 In our opinion the company has an adequate Internal Audit System commensurate with the size and nature of its business.

8 We have been informed by the management, no cost records have been prescribed under Section 209(I)(d) of the Companies Act, 1956 in respect of products manufactured by the Company.

9 a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, Employee's State Insurance, Income tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31ST MARCH, 2015 for a period of more than six months from the date they became payable.

c) According to the records of the company there are no dues of sales tax, income tax, customs tax/wealth tax, excise duty/cess, which have not been deposited on account of any dispute.

10 The company has not incurred cash loss in current year and preceding Financial year, so provision of clause is not applicable.

11 According to information and explanations given to us and on the basis of our audit, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 According to the records of the company, the company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures or other securities.

13 In our opinion company is neither a chit fund nor a nidhi/mutual benefit society. Hence in our opinion Para -4(xiii) of the Companies (Auditors') Report Order, 2003 as ameded by 2004 is not applicable.

14 As per the records of the company and according to information and explanations given to us by the management, company has no earned profit in delivery based sale & purchase of equity shares of listed companies.

15 As per the records of the company and according to information and explanations given to us by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 The Company has not obtained any term loan during the period under audit.

17 According to information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been used for long term investment by the company.

18 As per the records of the company and according to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 As per the records of the company, the company has not issued any debentures.

20 The company has not raised any money by public issues during the period covered by our audit report.

21 In our opinion and according to information and explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

For O.P. TULSYAN & CO. Chartered Accountants

PLACE :VARANASI DATE: 30/05/2015 O.P.TULSYAN (PARTNER)

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s. BIL CONTINENTAL LIMITED (''''the Company''''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss 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 and financial performance of the company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 (''''the Act''''). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

OPINION

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

a) In case of Balance Sheet, of the state of affairs of the Company as at March 31,2013; and

b) In the case of the Statement of profit and loss, of the profit for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose 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 explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

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

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

e) On the basis of written representations received from the directors, as on 31ST MARCH, 2013 , and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31ST MARCH, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

ANNEXURE

TO THE AUDITORS REPORT

BIL CONTINENTAL LIMITED

1a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b) The fixed assets have been physically verified during the year by the management and no material discrepancies were noticed on such physical verification.

c) Based on scrutiny of the records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended 31st March, 2013 substantial or otherwise. Hence the question of Reporting the same does not arrive.

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

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

c) In our opinion the company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under Section 301 of the companies act, 1956;

a. i) The company has not taken any unsecured loans .

ii) The Company also taken secured loan from nationalised bank of Rs.11,63,62,268.68

b. And other terms & conditions on which loans have been taken are not prima facie, prejudicial to the interest of the company.

c.In respect of loan taken / granted by the company, the principal is repayable on demand.

There are no overdue amounts in respect of loan taken / granted by the company.

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

5 In respect of loans, secured or unsecured, granted to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

6 The company has not accepted any deposits from the Public.

7 In our opinion the company has an adequate Internal Audit System commensurate with the size and nature of its business.

8 We have been informed by the management, cost records have been prescribed under Section 209(I) (d) of the Companies Act, 1956 in respect of products manufactured by the Company.

9a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor , Employee''s State Insurance, Income tax, Sales Tax.

b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31 March, 2013.

c) According to the records of the company there are no dues of sales tax, income tax, customs tax/wealth tax, excise duty/ cess, which have not been deposited on account of any dispute.

10 The company has not incurred a loss in current year and preceding Financial year, so provision of accumulated loss is not applicable.

11 According to information and explanations given to us and on the basis of our audit, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13 In our opinion company is neither a chit fund nor a nidhi/ mutual benefit society. Hence in our opinion Para –4(xiii) of the Companies (Auditors'') Report Order, 2003 is not applicable.

14 As per the records of the company and according to information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

15 As per the records of the company and according to information and explanations given to us by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 The term loans obtained by the company have been applied for the purpose for which they were raised.

17According to information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been used for long term investment by the company.

18 As per the records of the company and according to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 As per the records of the company, the company has not issued any debentures.

20 The company has not raised any money by public issues during the period covered by our audit report.

21 In our opinion and according to information and explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

For O.P. TULSYAN & CO.

Chartered Accountants

Sd/-

(Om Prakash Tulsyan)

PLACE :VARANASI Partner

DATED : 13.08.2013 M. No. 011165

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. BIL CONTINENTAL LIMITED as at 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s managment our responsbility is to express our opinion thereon.

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.

As required by the Companies (Auditor''s Report) Order, 2003 as amended by CARO 2004 issued by the Central Government of India 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 said order.

Further to our comments in the annexure referred to above, we report that:

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

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

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

d) In oar opinion, the Balance -Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956. .

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

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:-

(I) In the case of Balance Sheet of the state of Affairs of the Company as at 31 March 2012

(II) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

1 a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b)'' The fixed assets have been physically verified during the year by the management and no material discrepancies were noticed on such physical verification.

c) Based on scrutiny of the records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended 31st March, 2012 substantial or otherwise. Hence the question of Reporting the same does not arrive.

2 a) The inventoiy of the company has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

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

c) In our opinion the company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under Section 301 of the companies act* 1956;

a. The company has not taken any unsecured loans

ii) The Company also taken secured loan from nationalised bank of '' 3419.95 Lacs

b. And other terms & conditions on which loans have been taken are not prima facie, prejudicial to the interest of the company.

c. In respect of loan taken / granted by the company, the principal is repayable on demand.

There are no overdye amounts in respect of loan taken / granted by the company

4 In our opinion and according to the information and explanations given to us, |he procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5 In respect of loans, secured or unsecured, granted to companies, firms or other parties covered ir the Register maintained under Section 301 of the Companies Act, 1956.

6 The company has not accepted any deposits from the Public.

7 It our opinion the company has an adequate Internal Audit System commensurate with the sizt and nature of its business.

8 We ''have been informed by the management, no cost records have been prescribed under Sectior 209(1) (d) of the Companies Act, 1956 in respect of products manufactured by the Company.

9 a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor , Employee''s State Insurance, Income tax, Sales Tax.

b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31 March, 2012

c) According to the records of the company there are no dues of sales tax, income tax, customs tax/wealth tax, excise duty/ cess, which have not been deposited on account of any dispute.

10 The company has not incurred a loss in current year and preceding Financial year, so provision of accumulated loss is not applicable.

11 According to information and explanations given to us and on the basis of our audit, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13 In our opinion company is neither a chit fund nor a nidhi/ mutual benefit society. Hence in our opinion Para -4(xiii) of the Companies (Auditors'') Report Order, 2003 is not applicable.

14 As per the records of the company and according to information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

15 As per the records of the company and according to information and explanations given to us by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions. ''

16 The term loans obtained by the company have been applied for the purpose for which they were raised.

17 According to information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been used for long term investment by the company.

18 As per the records of the company and according to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the registg- maintained under section 301 of the Act.

19 As per the records of the company, the company has not issued any debentures.

20 The company has not raised any money by public issues during the period covered by our audit report.

21 In our opinion and according to information and explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

For O.P. TULSYAN & CO.

Chartered Accountants,

PLACE :VARANASI

DATED : 18.08.2012 Sd/-

(PARTNER)

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s BHOLANATH INTERNATIONAL LIMITED as at 31st March, 2010signed by us under reference to this report and also the annexed Profit and Loss Account of the company for the year ended on that date. 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 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account produced before us.

d) Subject to valuation of stock of wool waste taken otherwise than at cost, and disclosures in respect of related party transactions claims to be not applicable to this company, in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

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

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

(I) In the case of Balance Sheet of the state of Affairs of the Company as at 31st March, 2010 and;

(II) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(In reference to paragraph 3 of our report of even date to the members of M/S. BHOLANATH INTERNATIONAL LIMITED on the financial statements for the year ended 31.03.2010)

1 a. The company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b. The fixed assets have been physically verified during the year by the management and no material discrepancies were noticed on such Physical verification.

c. Based on scrutiny of the records of the company and the information & explanations received by us, we report that there was no sale of fixed assets during the financial year ended 31st March 2010 substantial or otherwise. Hence the question of reporting whether the sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

2 a. As per consistence practice, the inventory has been physically verified by the management at the

year end. In our opinion the frequency of verification needs to be improved having regard to the size of the Company and nature of its business.

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

c. In our opinion the company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under Section 301 of the companies act, 1956;

a. The company has taken loans. Rs 2 Lakh The company has not granted any loans to any such party.

b. The loans taken are interest free and other terms & conditions on which loans have been taken are not prima facie, prejudicial to the interest of the company.

c. In respect of loan taken by the company, the principal is repayable on demand.

d. There are no overdue amount in respect of loan taken by the company.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of Inventory, Fixed Assets and with regard to the sale of goods. During the course of our audit, no major weakness has been observed in the internal controls.

5. Based on the Audit procedures applied by us and the information & explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under section 301 of the companies Act, 1956.

6. The company has not accepted any deposits from the Public.

7. In our opinion the company has an adequate Internal Audit System commensurate with the size and nature of its business.

8. We have been informed by the management, no cost records have been prescribed under section 209 (1) (d) of the Companies Act, 1956 in respect of products manufactured by the company.

9. a. According to the records of the company, the company is regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, Investor education protection fund, Employees State Insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

b. According to the information & explanations given to us, no un-disputed amount payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31 st March 2010 for a period of more than six months from the date they became payable.

c. According to the records of the company there are no dues of sales tax, income tax, customs tax/ wealth tax, excise duty/cess, which have not been deposited on account of any dispute.

10. The company does not have accumulated losses and has not incurred cash loss in the preceding financial year.

11. According to information & explanations given to us and on the basis of our audit, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion company is neither a chit fund nor a nidhi/ mutual benefit society. Hence in our opinion Para-4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable.

14. As per the records of the company and according to information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

15. As per the records of the company and according to information and explanations given to us by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not obtained any term loan from any institution or bank during the year.

17. According to information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment by the company.

18. As per the records of the company and according to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. As per the records of the company, the company has not issued any debentures.

20. The company has not raised any money by public issues during the period covered by our audit report

21. In our opinion and according to information & explanations given to us, no fraud on or by the company have been noticed or reported during the course of our audit.

For O.P. TULSYAN & CO., Chartered Accountants,

Sd/-

(PARTNER)

PLACE: VARANASI. DATED: 13.08.2010