Auditor Report of Stellant Securities (India) Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial statements of STELLANT
SECURITIES (INDIA) LIMITED (“the Company”), which comprise the Balance Sheet as at
31^stMarch 2025, the Statement of Profit and Loss (Including Other Comprehensive Income),
the Cash Flow Statement and the Statement of Changes in Equity for the year then ended,
and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (the ‘Act’) in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India including Indian Accounting Standards
(‘Ind AS’) specified under Section 133 of the Act, of the state of affairs (financial position) of
the Company as at 31 March 2025, and its profit (financial performance including other
comprehensive income), its cash flows and the changes in equity for the year ended on that
date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the
‘Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the ‘Code of Ethics’ issued by the
Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone 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.

5. We have determined that there are no key audit matters to be communicated in our report.

Other Information

6. The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include the
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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, 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.

Responsibility of Management and Those Charged with Governance for the Standalone

Financial Statements

7. The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation and presentation of these standalone financial
statements that give a true and fair view of the state of affairs (financial position), profit or loss
(financial performance including other comprehensive income), change in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in
India, including the Ind AS specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

8. 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.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

10. 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 Standards on Auditing 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.

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

• 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 Act,
we are also responsible for explaining our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the
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.

12. 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.

13. 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.

14. 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.

Report on Other Legal and Regulatory Requirements

15. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3
and 4 of the Order.

16. Further to our comments in Annexure A, As required by Section 143(3) of the Act, we report
that:

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

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

c. The Standalone financial statements dealt with by this report are in agreement with the
books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under section 133 of the Act;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in Annexure B.

g. As the company has not paid/provided remuneration to its directors during the year
under reference hence the reporting under Section 197 (16) of the Act is not applicable.

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 material litigation pending and hence there is no
impact on its financial position in the aforesaid financial statements.

ii. The Company did not have any long-term contracts including derivative contracts;
as such the question of commenting on any material foreseeable losses thereon
does not arise.

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

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

b) The management has represented that, to the best of its knowledge and belief,
no funds have been received by the company from any 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 person or entity identified in any manner whatsoever by or on behalf
of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries; and

c) Based on the audit procedures that were 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. As the company has not paid or declared dividend to its shareholders during the
year under reference hence the reporting under Section 123 of the Act is not
applicable.

vi. Based on our examination which includes test checks, the Company has used
accounting software for maintaining its books of account, which have a feature of
recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the accounting software.

Further, for the period where audit trail (edit log) facility was enabled and operated
for the accounting software, we did not come across any instance of the audit trail
feature being tampered with and the audit trail has been preserved by the Company
as per the statutory requirements for record retention.

For R. K. KHANDELWAL& CO.
Chartered Accountants,

Firm Registration No. 105054W

(Manish Kumar Garg)

Place: Mumbai Partner

Date : 16/05/2025 Membership No. 117966

UDIN : 25117966BMOYIR8779

---

Mar 31, 2024

1. We have audited the accompanying standalone financial statements of STELLANT
SECURITIES (INDIA) LIMITED ("the Company”), which comprise the Balance Sheet as at
31^stMarch 2024, the Statement of Profit and Loss (Including Other Comprehensive Income), the
Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a
summary of the significant accounting policies and other explanatory information.

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

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the
‘Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute
of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Act and the rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone 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.

5. We have determined that there are no key audit matters to be communicated in our report.

Other Information

6. The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include the
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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, 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.

Responsibility of Management and Those Charged with Governance for the Standalone

Financial Statements

7. The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation and presentation of these standalone financial
statements that give a true and fair view of the state of affairs (financial position), profit or loss
(financial performance including other comprehensive income), change in equity and cash flows
of the Company in accordance with the accounting principles generally accepted in India,
including the Ind AS specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

8. 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.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

10. 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 assuran ce,
but is not a guarantee that an audit conducted in accordance with Standards on Auditing 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.

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

• 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 Act,
we are also responsible for explaining our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the 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.

12. 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.

13. 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.

14. 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.

Report on Other Legal and Regulatory Requirements

15. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4
of the Order.

16. Further to our comments in Annexure A, As required by Section 143(3) of the Act, we report
that:

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

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the matter
stated in the paragraph 16(i)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

c. The Standalone financial statements dealt with by this report are in agreement with the
books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under section 133 of the Act;

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

f. The modifications relating to the maintenance of accounts and other matter connected
therewith is as stated in the paragraph 16(b) above on reporting under section 143(3)(b)
of the Act and paragraph 16(i)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate
Report in Annexure B.

h. As the company has not paid/provided remuneration to its directors during the year under
reference hence the reporting under Section 197 (16) of the Act is not applicable.

i. 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 material litigation pending and hence there is no
impact on its financial position in the aforesaid financial statements.

ii. The Company did not have any long-term contracts including derivative contracts; as
such the question of commenting on any material foreseeable losses thereon does
not arise.

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

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

b) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the company from any 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 person or entity identified in any manner whatsoever by or on behalf
of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries; and

c) Based on the audit procedures that were 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. As the company has not paid or declared dividend to its shareholders during the year
under reference hence the reporting under Section 123 of the Act is not applicable.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 01^st April, 2013.

Based on our examination which includes test checks, the Company has used
accounting software for maintaining its books of account, which have a feature of
recording audit trail (edit log) facility and the same has operated from 27/03/2024
onwards for all relevant transactions recorded in the accounting software.

Further, for the period where audit trail (edit log) facility was enabled and operated
from 27/03/2024 onwards for the accounting software, we did not come across any
instance of the audit trail feature being tampered with.

For R. K. KHANDELWAL& CO.
Chartered Accountants,

Firm Registration No. 105054W

(Manish Kumar Garg)

Place: Mumbai Partner

Date : 28/05/2024 Membership No. 117966

UDIN : 24117966BKFTAF1339

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of STELLANT SECURITIES (INDIA) LIMITED, ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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, which we have signed under reference to this report.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

3. 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 materia! misstatement.

4. 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 evajugtiags the appropriateness of accounting policies used and the reasonablenest of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

6. In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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, 2013;

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

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

EMPHASIS OF MATTER -

7. Not Applicable

REPORTS ON OTHER LEGAL AND REGULATORY REQUIREMENTS

8. As required by the Companies (Auditor'' 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 Act (hereinafter referred to as the ''Order'') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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

Referred to in paragraph 8 of the Auditors'' Report of even date to the members of STELLANT SECURITIES (INDIA) LIMITED on the financial statements for the year ended 31st March 2013.

1. Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

b) The fixed assets of the Company were verified by the management at reasonable intervals and that no material discrepancies have been noticed on such verification.

c) None of the fixed assets were re-valued during the year.

d) During the year, the Company has not been disposed off substantial part of the fixed assets.

2. Inventories

a) The management has conducted physical verification of inventories during the year.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. Loans and advances either granted or taken.

a) The Company has taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the yearend balance of such loans is Rs. 35,04,000/-. As per terms, the company is not required to pay any interest on the same.

b) The Company has not granted interest free secured or unsecured loan to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.

4. Internal Control.

In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. Transactions with parties under section 301 of the Companies Act 1956.

a) Based upon the c.udit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b) There are no transactions during the year exceeding the value of Rs. Five Lacs with the parties covered in the register maintained u/s 301 of the Companies Act, 1956.

6. Public Deposits

The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

7. Internal Audit system.

In our opinion and according to information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. Cost Record

The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

9. Statutory Dues.

a) According to the information and explanation given to us, and books and records examined by us, there are no undisputed and outstanding amounts payable in respect of wealth tax, sale tax, custom duty and excise duty outstanding as at 31st March 2013 for a period of more than six months from the date they become payable except income tax liability for A. Y. 2010-2011 amounting to Rs. 14,95,735/-

10. Accumulated losses.

The accumulated loss of the company at the end of the current financial year as well as immediate preceding financial year is more than 50% of its networth. The company has incurred cash loss during the year and also in the immediately preceding financial year.

11. Dues to Financial Institutions/banks.

According to the information and explanation given to us, and based on the documents and records verified by us the Company removed from a bank and company has not defaulted on the repayment ofthe same. The Company has not issued any debentures.

12. Loans against pledge of securities.

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

13. Applicability of provisions of special statutes.

The Company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of such special statute are not applicable.

14. Investments

As explained to us, the Company is dealing in or trading in shares, securities, debentures and'' other investments. The company has maintained the proper records for the transactions and contracts and the same r ive been recorded in the books of account as and when the transaction has occurred. The investments are held in the name of the company.

15. Guarantees

According to information & explanation given to us, the company has not given any guarantee to an associate company. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

16. Term loan

The company has not taken any term loan or given guarantee during the year.

17. Utilisation of funds

In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, funds raised on a short term basis have not been used for long term investments.

18. Preferential allotment of shares

During the year the company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956.

19. DEBENTURES

The company has not issued any debenture during the year under review.

20. End use of money in case of public issue

The Company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not applicable.

21. Frauds

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR P R AGARWAL & AWASTHI

CHARTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner

M. No. 34147

FRN : 117940W

Place : Mumbai

Date : 30.05.2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of the STELLANT SECURITIES (India) LIMITED (formerly known as SELLAIDS PUBLICATIONS (INDIA) LIMITED) as at 31ST March 2012 and also the Profit & Loss account of the company for the year ended 31st March 2012 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 Ind.a. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluat.ng the overall financial statement presentation. We believe that our audit provides a reasonable basis on our opinion.

As required by Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the companies Act, 1956 and on the basis of such checks we considered appropriate and according to the information and explanation g.ven to us during the course of audit, we give in Annexure hereto statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 3 above, we report

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, the company has kept proper books of account as required by law so far as appears from our examination of the books of account.

c) The Balance sheet and Profit & Loss account and Cash Flow Statement dealt with -y this report are in agreement with the books of accounts.

d) Closing Stock of inventory has been valued taking into account market value after the balance sheet date and not on the basis of "cost or market value" whichever is lower on the date of Balance Sheet as was done during the previous year.

3. In our opinion, the Balance Sheet, Profit and 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.

4. On the basis of the 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.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said Balance sheet and the profit & Loss A/C read together with the 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 the Balance Sheet, of the state of affairs of the company as at 31st March 2012.

And

ii) In the case of the Profit & Loss Account, of the Loss of the company for the period ended on that date.

And

iii) In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date.)

1. Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

b) The fixed assets of the Company were verified by the management at reasonable intervals and that no material discrepancies have been noticed on such verification.

c) None of the fixed assets were revalued during the year.

d) During the year, the Company has not been disposed off substantial part of the fixed assets.

2. Inventories

a) The management has conducted physical verification of irrVentories during the year.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. Loans and advances either granted or taken.

a) The Company has taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the yearend balance of such loans is Rs. 35,04,000/-. As per terms, the company is not required to pay any interest on the same.

b) The Company has granted interest free secured or unsecured loan aggregating of Rs. 8,52,260/' to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Company.

4. Internal Control.

In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5- Transactions with parties under section 301 of the Companies Act 1956.

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b) In our opinion and according to the explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees 5 lacs in respect of any party during the year are not capable of being compared as they are proprietary in nature.

6. Public Deposits

The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

7. Internal Audit system.

In our opinion and according to information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. Cost Record

The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

9. Statutory Dues.

a) According to the information and explanation given to us, and books and records examined by us, there are no undisputed and outstanding amounts payable in respect of wealth tax, sale tax, custom duty and excise duty outstanding as at 31st March 2012 for a period of more than six months from the date they become payable except income tax liability for A. Y. 2010-2011 amounting to Rs. 14,95,735/-

10. Accumulated losses.

The accumulated loss of the company at the end of the current financial year as well as immediate preceding financial year is less than 50% of its networth.

11. Dues to Financial Institutions/banks.

According to the information and explanation given to us, and based on the documents and records verified by us the Company has borrowed loans from a bank and company has not defaulted on the repayment of the same. The Company has not issued any debentures.

12. Loans against pledge of securities.

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

13. Applicability of provisions of special statutes.

The Company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of such special statute are not applicable.

14. Investments

As explained to us, the Company is dealing in or trading in shares, securities, debentures and other investments. The company has maintained the proper records for the transactions and contracts and the same have been recorded in the„ .books of account as and when the transaction has occurred. The investments are held in the name of the company.

15. Guarantees

According to information & explanation given to us, the company has not given any guarantee to an associate company. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

16. Term loan

The company has not taken any term loan or given guarantee during the year.

17. Utilisation of funds

In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, funds raised on a short term basis have not been used for long term investments.

18. Preferential allotment of shares

The company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956. However the company has made preferential allotment of shares to the parties not covered in the said register and the price at which shares have been issued is not prejudicial to the interest of the company.

19. DEBENTURES

The company has not issued any debenture during the year under review.

20. End use of money in case of public issue The Company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not applicable.

21. Frauds

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR P R AGARWAL & AWASTHI

CHARTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner

M. No. 34147

FRN.: 117940

Place :Mumbai

Date : 23.08.2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of the SELLAIDS PUBLICATIONS (INDIA) LIMITED as at 31ST March 2010 and also the Profit & Loss account of the company for the year ended 31st March 2010 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis on our opinion.

As required by Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the companies Act, 1956 and on the basis of such checks we considered appropriate and according to the information and explanation given to us during the course of audit, we give in Annexure hereto Statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 3 above, We report that:-

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

b) In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of the books of account.

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

3. In our opinion, the Balance Sheet, Profit and 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.

4. On the basis of the 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.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said Balance sheet and the profit & Loss A/C read together with the 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 so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

And

ii) In so far as it relates to the Profit & Loss Account, of the profit of the. company for the period ended on that date.

And

iii) In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure to the Auditors Report referred to in paragraph I of our report of even date on accounts for the period ended 31st March 2010 of M/S. SELLAIDS PUBLICATIONS (INDIA) LIMITED.

1. The company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

a) The company has verified all its fixed assets by the management at reasonable intervals and that no material discrepancies have been noticed on such verification.

b) None of the fixed assets were revalued during the year.

2. The management has conducted physical verification of inventories during the year.

a. The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

b. The company is maintaining proper records of inventory and no material discrepancies were notice on physical verification.

3. In view of the above, the question of valuation does not arise.

4. The company has not taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956 and to the companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.

5. The company has not granted secured loan to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.(1 of 1956)

6. In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods.

7. The company has not entered into transaction of purchase & sale of services in pursuance of arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000 or more, have been made at a prices which are reasonable having regards terms of arrangements.

8. The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956, and the rules framed there under are not applicable.

9. The Company has no scraps or by-products.

10.The company has an internal audit system commensurate with its size and the nature of its business.

1l. The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

12. The Provision of provident fund or employees State Insurance Scheme are not applicable to the company.

13. According to the information and explanation given to us no undisputed amounts payable in respect of income tax, wealth tax, sale tax, custom duty and Excise Duty were outstanding as at 31st March 2010 for a period of more than six months from the date they become payable.

14.The accumulated loss of the company at the end of the current financial year as well as immediate preceding year is more than 50% of its net worth. However, the company has not incurred cash loss in the current year as well as in the immediately preceding year.

15.The company has not taken any loan from financial institution or bank or debenture holders.

16.The company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of any special statute applicable to chit fund are not applicable

17.According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

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

19.The company has not taken any term loan or given guarantee during the year

20.The company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not - applicable.

21. The company has not used any funds raised on short term basis be used on long term investment and vice versa

22.The company is not a sick industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

23.Company is not having any damage goods, so the question of valuation of such goods does not arise.

24. The company is dealing in or trading in shares, securities, debentures and other investments. The company has maintained the proper records for the transactions and contracts and the same has been recorded in the books of account as and when the transaction has occurred. The investments are held in the name of the company.

25.The company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956.

26.In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of plant and machinery, equipment and other assts and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

27.According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

FOR P R AGARWAL & AWASTHI

CHAPTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner M. No. 34147 FRN:-117940W

Place: Mumbai Date : 29.05.2010