Auditor Report of South Asian Enterprises Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of
South Asian Enterprises Limited (the “Company”), which comprise the
Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year ended on that date and a
summary of significant accounting policies 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 the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024 and its
loss, total comprehensive loss, 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 (“SA”s) 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 made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us
is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the standalone financial statements of the
current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. We
have nothing to report under this paragraph.

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 information included in the Management
Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the consolidated financial
statements, standalone 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 conclusion thereon.

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

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

Management’s Responsibilities for the Standalone Financial
Statements

The Company’s Board of Directors is responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position,
financial performance, including other comprehensive income, changes
in equity and cash flows of the Company in accordance with the Indian
Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

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

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.

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

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

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

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

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

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

Materiality is the magnitude of misstatements in the standalone financial
statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the standalone
financial statements may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the standalone financial statements.

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

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

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 the “Annexure 1” 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 including
the Statement of Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone financial statements
comply with the Accounting Standards specified under Section 133
of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

e) 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 is disqualified as on March 31,2024
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 these financial statements and the operating
effectiveness of such controls, refer to our separate Report in
“Annexure 2” to this report. Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the
Company’s internal financial controls over financial reporting;

g) With respect to the other matters to be included in the Auditor’s
Report in accordance with the requirements of section of 197(16)
of the Act, as amended;

In our opinion and best of our information and according to the
explanations given to us, the remuneration paid by the Company
to its directors for the year ended March 31,2024 is in accordance
with the provisions of section 197 read with Schedule V to the Act;

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

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

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.

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

iv. a) The management has represented that, to the best of its

knowledge and belief, no funds (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 entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or
invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by
the Company from any person or entity, including foreign

entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub¬
clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the
Company.

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 operated throughout
the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across
any instance of audit trail feature being tampered with.

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

For Agiwal & Associates

Chartered Accountants

ICAI Firm Registration Number: 000181N

CA P.C. Agiwal

Partner

Membership Number: 080475
UDIN: 24080475BKFKZU1006

Place: Delhi
Date: 24.05.2024

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Mar 31, 2015

We have audited the accompanying financial statements of South Asian Enterprises Limited ("the Company"), which comprise the balance sheet as at 31 March 2015, 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

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

Auditor's Responsibility

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

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) the Balance sheet, the statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

(f) with respect to the other matters 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 does not have any pending litigations which would impact its financial position.

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

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

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in our report of even date)

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

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

b. The company has a regular programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

ii. a. The Inventories have been physically verified during the year by the management. In our opinion, the frequency of the physical verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management was found reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has not granted loans to any company covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

iv. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. The Company has not accepted any deposits from public during the year.

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, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

c. According to the information and explanations given to us, there are no amounts outstanding which are required to be transferred in investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company neither has any accumulated losses as at the end of the year nor incurred any cash losses during the current financial year, or in the immediately preceding Financial Year.

ix. The Company did not have any outstanding dues to financial institutions or banks during the year.

x. In our opinion and 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.

xi. The Company did not have any term loans outstanding during the year.

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

For ANIL PARIEK & GARG Chartered Accountants ICAI Firm Registration No. 01676C

H.K. PARIEK Partner Membership No.070250

Place: New Delhi Date: 29/5/2015

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Mar 31, 2014

We have audited the accompanying financial statements of South Asian Enterprises Limited ("the Company"), which comprises the Balance Sheet as at March 31 2014, 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated September 13, 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 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014 and

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

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

Report on Other Legal and Regulatory Requirements

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

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 notified under the Act read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS'' REPORT REFERRED TO IN OUR REPORT OF EVEN DATE

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 programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets having effect on going concern.

2. (a) The Inventories have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

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

(c) In our opinion and according to information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during this year to be entered in the register required to be maintained under that section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

6. The company has not accepted any deposits from the public during the year within the meaning of section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. In our opinion and according to the information and explanation given to us, maintenance of cost records as prescribed by the Central Govt. under section 209 (1) (d) of the Act, is not required as the Company is not in the manufacturing activity.

9. (a) The company is regular in depositing undisputed statutory dues like provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There were no outstanding dues for a period exceeding six months against any undisputed statutory dues as on 31.03.2014. (b) According to information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company neither have any accumulated losses as at the end of the year nor incurred any cash losses during the current financial year, or in the immediately preceding Financial Year.

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

12. The company has maintained proper records for investments made in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and the other investments have been held by the company in its own name except to the extents of exemption granted under section 49 of the Act. However, some of the investments made in shares are under process for transfer in the name of the Company.

13. In our opinion and 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.

14. The Company has not raised any Term Loan during the year.

15. According to the records examined by us and the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

16. To the best of our knowledge and information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

17. The provisions of clauses Nos. 4 (xi), (xiii), (xviii), (xix) and (xx) of paragraph 4 of the Companies (Auditors'' Report) (Amendment) Order, 2004 are not applicable to the company for the current year.

For ANIL PARIEK & GARG Chartered Accountants ICAI Firm Registration No. 01676C

H.K. PARIEK Place: New Delhi Partner Date: 28/05/2014 Membership No.070250

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Mar 31, 2011

We have audited the attached Balance Sheet of SOUTH ASIAN ENTERPRISES LIMITED as at 31st MARCH, 2011, the Profit and Loss Account and the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 by the Companies (Auditor's report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order, to the extent applicable to the company.

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, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and cash flow statement 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, 2011 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;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes appearing 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 the Balance Sheet of the state of affairs of the Company as at 31st March, 2011;

(ii) In the case of the Profit and Loss account 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 for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

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

(b) The company has a regular programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets having effect on going concern.

2. (a) The Inventories have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

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

(c) In our opinion and according to information and explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal control systern in respect of these areas.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) There are no transactions for value exceeding Rs. 5,00,000/- during the year.

6. The company has not accepted any deposits from the public during the year within the meaning of section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

8. In our opinion and according to the information and explanation given to us, maintenance of cost records as prescribed by the Central Govt. under section 209(1)(d) of the Act, is not required as the Company is not in the manufacturing activity.

9. (a) The company is regular in depositing, undisputed statutory dues like provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There were no outstanding dues for a period exceeding six months against any undisputed statutory dues as on 31.03.2011.

(b) According to information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company neither have any accumulated losses as at the end of the year nor incurred any cash losses during the current financial year, or in the immediately preceding Financial Year.

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

12. The company has maintained proper records for investments made in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and the other investments have been held by the company in its own name except to the extents of exemption granted under section 49 of the Act.

However, some of the investments made in shares are under process for transfer in the name of the Company.

13. In our opinion and 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.

14. The Company has not raised any Term Loan during the year.

15. According to the records examined by us and the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

16. To the best of our knowledge and information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

17. The provisions of clauses Nos. 4 (xi), (xiii), (xviii), (xix) and (xx) of paragraph 4 of the Companies (Auditors' Report) (Amendment) Order, 2004 are not applicable to the company for the current year.

FOR ANIL PARIEK AND GARG CHARTERED ACCOUNTANTS (H.K. PARIEK) PARTNER M.No. 70250 Firm Regn. No. 01676C

PLACE : NEW DELHI DATE : 28.05.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of SOUTH ASIAN ENTERPRISES LIMITED as at 31st MARCH, 2010 and also the Profit and Loss Account and cashflow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

J- a* required by the Companies (Auditors Report) Order, 2003 as Unamended by the Companies (Auditors report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order, to the extent applicable to the company.

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, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and cash flow statement 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 said accounts read together with significant accounting policies and other notes appearing 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 the Balance Sheet of the state of affairs of the

Company as at 31st March, 2010; (ii) In the case of the Profit and Loss account 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 for the

year ended on that date.



ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

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

including quantitative details and situation of fixed assets.

(b) The company has a regular programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets having effect on going concern

2. (a) The Inventories have been physically verified during the year by

the management. In our opinion, the frequency of physical verification is reasonable. (b) In our opinion and according to the information and explanations given

to us, the procedure of physical verification of inventories followed by the management were found reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and according to information and explanation given to us, the company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and book records were material in relation to the company, have been properly dealt with in the books of accounts.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, the company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) In our opinion and according to the information and explanations given

to us, the particulars of contracts or arrangements that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupee Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public during the year within the meaning of section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under,

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

8. In our opinion and according to the information and explanation given to us, maintenance of cost records as prescribed by the Central Govt. under section 209 (1) (d) of the Act, is not required as the Company is not in the manufacturing activity.

9. (a) The company is regular in depositing undisputed statutory dues like

provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service fax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There were no outstanding dues for a period exceeding six months against any undisputed statutory dues as on 31.03.2010. (b) According to information and explanations given tojis, there are no dues of income tax, sales tax, wealth tax, service tax custom duty, excise .duty and cesswhich have not been deposited on account of any dispute. /

10. The Company neither have any accumulated losses as at the end ot the year nor incurred any cash losses during the current financial year, or in the immediately preceding Financial Year.

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

12. The company has maintained proper records for investments made in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and the other investments have been held by the company in its own name except to the extents of exemption granted under section 49 of the Act. However, some of the investments made in shares are under process for transfer in the name of the Company.

13. In our opinion and 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.

14. The Company has not raised any Term Loan during the year.

15. According to the records examined by us and the information am explanations given to us and on an overall examination of the Balanci Sheet of the Company, we report that no funds raised on short-tern basis have been used for long-term investment.

16. To the best of our knowledge and information and explanations given t us, no fraud on or by the company has been noticed or reported during th year.

17.The provisions of clauses Nos. 4 (xi), (xiii), (xviii), (xix) and (xx) c paragraph 4 of the Companies (Auditors Report) (Amendment) Orde 2004 are not applicable to the company for the current year.



FOR ANIL PARIEK AND GAR

CHARTERED ACCOUNTANT

(F.R.No. 01676) PLACE : NEW DELHI (H.K. PARIEI

DATE : 27.05.2010 PARTNE

M.No. 7020