Auditor Report of Sulabh Engineers & Services Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Sulabh Engineers & Services
Limited (“the Company”), which comprise the standalone balance sheet as at 31 March 2025, the
standalone statement of profit and loss (including other comprehensive income), standalone statement of
changes in equity and standalone statement of cash flows for the year then ended, and notes to the
standalone financial statements, including a summary of the 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 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 31 March 2025, and its profit and total comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Other Information

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual report, but does not include
the financial statements and our auditors’ report thereon. The annual report is expected to be made
available to us after the date of this auditors’ report.

Our opinion on the Ind AS Standalone Financial Statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take necessary actions, as
applicable under the relevant laws and regulations.

Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements

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

In preparing the Ind AS Standalone Financial Statements, management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or to cease operations, or have 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 auditors’ 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 standalone 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 and Board of Directors.

• Conclude on the appropriateness of management’s and Board of Directors’ use of the going
concern basis of accounting in preparation of standalone financial statements 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 auditors’
report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditors’ report. However, future events or conditions may cause the Company
to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the standalone financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors’ 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

1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central

Government of India in terms of section 143(11) of the Act, we give in the “Annexure A” a statement

on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows 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 the written representations received from the directors as on 31 March 2025,
taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.

g) In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions
of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule
11 of the Companies (Audit and Auditor’s) 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.

iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other persons or
entities, including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company 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, as

disclosed in note 4.11 to the accounts, no funds have been received by the Company
from any persons or entities, including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall directly
or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c ) Based on the 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 (i) and (ii) of Rule 11(e) contain any
material mis-statement.

v) No dividend is declared by the company during the year

vi) Based on our examination which included test checks, the Company has used 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 and the audit trail has been preserved by
the company as per the statutory requirements for record retention.

For Ranjit Jain & Co.

Chartered Accountants
FRN: 322505E

CA Ashok Kumar Agarwal

Partner

Membership No.: 056622
UDIN: 25056622BMOMRS6122

Place: Kolkata
Date: 28^th May, 2025

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Mar 31, 2024

To the Members of Sulabh Engineers & Services Limited Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Sulabh Engineers & Services Limited ("the Company"), which comprise the standalone balance sheet as at 31 March 2024, the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the 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 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 31 March 2024, and its profit and total comprehensive income, changes inequity and its cashflows for the year ended on that date.

Basis for Opinion

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

Other Information

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and our auditors'' report thereon. The annual report isexpected to be made available to us after the date of this auditors'' report.

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

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s management and Board of Directors are 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 state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud orerror.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or have 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 auditors'' 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 orerror 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 doe 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 detect ng a material misstatement resul ting 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 standalone 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 and Board of Directors.

¦ Conclude on the appropriateness of management''s and Board of Directors'' use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condibons 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 auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' 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

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

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

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

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

(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows 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 the written representations received from the directors as on 31 March 2024, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, referto ourseparate Report in "Annexure B".

(g) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

(h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, inouropinion 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.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note 4.12 b

to the accounts, no funds have been advanced orloaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, as disclosed in note 4.12 b to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the 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 (i) and (ii) of Rule 11(e) contain any material mis-statement.

v No dividend is declared by the company during the year

vi. With respect to Rule 11(g) of Companies (Audit & Auditors) Rules,2014, on maintenance of audit trail, transaction and edit log, based on our examination which included test checks, the company has used multiple accounting softwares for maintaining its books of account which has the 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.

For Satish Soni &Co.

Chartered Accountants FRN : 109333W

sd/-

CA Satish Omprakash Soni Proprietor Membership No.: 044391 UDIN : 24044391BKFGSI1127

Mumbai, May 28,2024

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Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To,

The Members,

SULABH ENGINEERS & SERVICES LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SULABH ENGINEERS & SERVICES LIMITED ("the Company") which comprise the Balance Sheet as at 31st March 2016, 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor''s Responsibility

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

We conducted our audit in accordance with the Standards on Auditing 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 judgement, 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. 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors'' Report) Order, 2016 ("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 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 purpose of the audit.

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

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

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

e) On the basis of the written representations received from the directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of sub section (2) of Section 164 of the Companies Act, 2013.

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"; and

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

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

For Satish Soni & Co.

Chartered Accountants

Satish Soni Proprietor

Place: MUMBAI FRN: 109333w

Date:30/05/2016 M. No. 044391

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of SULABH ENGINEERS & SERVICES LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015 and the Statement of Profit and Loss, for the year 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 in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and Matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing 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 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of section 143 (11) 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 appears from our examination of those books (and proper returns adequate for the purposes of our audit have been received from the branches not visited by us)

d) the Balance Sheet and the Statement of Profit and Loss and the cash flow statement dealt with by this Report are in agreement with the books of account.

e) 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.

f) There is nothing to disclose which is having adverse effect on the functioning of the company.

g) On the basis of 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.

h) With respect to the other matters included in the Auditor's Report and to our 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 derivatives contracts for which there were any material foreseeable losses]

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph 1 under "Other Legal and Regulatory Requirements" of our report of even date)

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

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

ii.The Company is a Non-banking Financial Company (NBFC) under section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in lending and related activities and does not hold any physical inventories during the year. Therefore, provision of clause (ii) of paragraph 3 of the Order is not applicable to the Company;

iii. The Company has granted interest-free unsecured loans to a company covered in the register maintained under section 189 of the Act. In respect of this loan, the recovery of principal amount has not fallen due;

iv. In our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business with regards to the purchase of fixed assets and equipments & for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system;

v. In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in sections 73 to 76 of the Act or any other relevant provisions of the Act.

vi. The Central Government has not prescribed maintenance of cost records under section 148(1).

vii. (a) Based on the records produced before us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of outstanding statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable;

(b) The details of disputed statutory dues, which have not been deposited by the Company, are Nil.

(c) According to the information and explanation given to us, no amounts were required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under. Therefore, the provisions of clause (vii)(c) of paragraph 3 of the Order relating to transfer of amount to investor education and protection fund is not applicable;

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

ix. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions and banks;

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

xi. Based on information and explanation given to us and based on overall review of the funds utilization, we are of the view that the Company has generally utilized funds for which they were obtained; and

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

For Satish Soni & Co.

Chartered Accountants

Satish Soni

Place : MUMBAI Proprietor

Date : 30/05/2015 M. No. 044391

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet and Statement of Profit and Loss 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, 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH [1] OF OUR AUDIT REPORT

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars including quantitative details & situation of Fixed Assets.

b. All the fixed assets have been physically verified by the management during the year & there is a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any substantial fixed assets.

2. The Company is a Non-banking Financial Company (NBFC) under section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in lending and related activities and does not hold any physical inventories during the year. Therefore, provision of clause 4(ii) of CARO is not applicable to the Company.

3. The Company has not granted /taken any loans, secured or unsecured, to /from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 except interest free unsecured loan granted to its subsidiary. The Maximum Balance outstanding as at the year end was Rs. 8,65,00,000/-.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to the purchase of fixed assets and equipments & for sale of services. During the course of our audit, we have not observed any major weakness in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

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

b. In our opinion and according to the information and explanations given to us, the transactions of purchase & sale of goods and services, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 as aggregating during the year to Rs. 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under..

7. The Company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

8. The Central Government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the Company.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

b. There were no undisputed amount payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which have remained outstanding as at 31st March, 2014 for a period more than six months from the date they became payable.

10. The Company has neither accumulated losses nor it has incurred cash losses during the financial year covered by our audit..

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. In our opinion and according to the information & explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund, a nidhi, mutual benefit fund or a society.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

16. According to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

17. According to 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 investments. The Company has not raised any long-term funds during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

19. The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable to the Company.

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

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

For SATISH SONI & CO. Chartered Accountants (Firm''s Reg.No –109333w)

(Satish Soni) Proprietor Membership No. 44391 place: Mumbai Date: May 28, 2014

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Mar 31, 2013

Report on the Financial Statement

We have audited the accompanying financial statements of SULABH ENGINEERS and SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2013 and statement of profit and loss and cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

whether due tofraud or error. also incudes elating the appropriateness of accountinq estimates made by management, aswell as evaluating the overall presentation of the financial statemenf^ WeteNevethaUhe audit evidence we have obtained issutficientand appropriate to provide a basis for our audit opinion. pinion and to the best of our information and according to the explanations given to us, the financial statements give the Slrmalnrequired by L Act in the manner so required and give a true and fair view in conformity wrth 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 Statement Profit and Loss Account, of the profit fortne year ended on that date; and

c) inthecaseoftheCashFlowStatement.ofthecashflowstortheyearendedonthatdate. suti sertion (4A) ofBeaton 227 of Act, we give in the Annexure a statement on the matters spooled in paragraphs 4 and 5 of the order. 9 Asrpauiredbvsection227(31oftheAct,wereportthat: have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

b) projer bocks of account as required by law have been kept by the Company so far as appears from our

c) Statement of Profit and Loss dealtwith by this Report are in agreementwith the books of account inour opinion the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standardsreferredtoinsubsection(3C)ofsection211oftheCompaniesAct,1956; th=H„arr)nf

e) on the basis of written representations received fromthe directors as on March 31,2013 and Directors,none the director sisd is quai fieda Son March 31,2013,from be, ngappointeda Sadi rectorinterms of clause
ANNEXURE TO AUDITORS'' REPORT

Referred to i n parag raph [1 ] of the Auditors'' Report of even date

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars inciuding quantitative details & situation of Fixed Assets.

b. All the fixed assets have been physically verified by the management during the year & there is a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any substantial fixed assets.

2. The Company is a Non-banking Financial Company (NBFC) under section 45-iA of the Reserve Bank of India Act, 1934 and primarily engaged in lending and related activities and does not hold any physical inventories during the year. Therefore, provision of clause 4(ii) of CAftO is not applicable to the Company. ;

3. The Company has not granted /taken any loans, secured or unsecured, to /from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 except interest free unsecured loan granted to its subsidiary. The Maximum Balance outstanding and the year end balance was Rs. 8,60,00,000/-.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to the purchase of fixed assets and equipments & for sale of services. During the course of our audit, we have not observed any major weakness in internal controls.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956.

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

b. In our opinion and according to the information and explanations given to us, the transactions of purchase & sale of goods and services, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 as aggregating during the year to Rs. 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. The Company does not have a formal system of internal audit butthere are adequate checks and controlsatall levels.

8. The Central Government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 forthe Company.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities.

b. There were no undisputed amount payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues which have remained outstanding as at 31 st March, 2013 for a period more than six months from the date they became payable.

10. The Company has neither accumulated losses nor it has not incurred cash losses during the financial year covered by our audit though the company had incurred cash loss in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. In our opinion and according to the information & explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund, a nidhi, mutual benefit fund or a society.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by othersf rom banks and financial institutions.

16. According to the information and explanations given to us.term loans were applied for the purpose for which the loans were obtained.

17. According to 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 investments. The Company has not raised any long-term funds during the year.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

19. The Company has not issued any debentures. Accordingly clause 4(xix) of the Order is not applicable to the Company.

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

21. According to the information and explanations given to us, no fraud on or by the Company.has been noticed or reported during the year. For SATiSH SONI & CO.

Chartered Accountants

(Firm''s Reg.No -109333w)

(Satish Soni) Proprietor

Membership No. 44391

Place: Mumbai

Date: May 28. 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Sulabh Engineers and Services Limited as at 31st March,2012, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed there to. 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.

2. 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 fee from material misstatement. An audit includes examining on 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 and we report that:

3. As required by the Companies (Auditors' Report) Order 2003 issued by the Central Government of India in terms Sec.227 (4A) of the Companies Act 1956 and on the basis of such checks of the books and records as we Considered necessary and appropriate and according to the information And explanation given to us during the course of audit, the statement on the Matters specified in paragraph 4&5 of the said order, is enclosed herewith.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we Report that:

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

b) In the our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of such Books.

c) The Balance Sheet and Profit & Loss A/c referred to in this report, are in agreement with the Books of Accounts.

d) In our opinion the Balance Sheet, Cash flow Statement and Profit & Loss a/s dealt with by this Report comply, subject to Notes to Accounts, with the Mandatory Accounting Standards Accounting Standards referred to Sec.211(3C) of the Companies Act, 1956, to the Extent.

e) On the basis of written representations received from the Directors as on 31st March,2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.03.2012 from being appointed as Director in terms of Clause (g) of Sub- Sec.(l) of Sec. 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and explanation given to us, the said statements of account, read together with significant accounting policies and Notes on Accounts there on, give the information required by the companies Act, 1956 in the mariner so required and give a true 8s fair view in conformity with the accounting principles generally accepted in India:

(i) in so far as relates to the Balance Sheet of the state of Affairs of the company as at 31st march 2012,

(ii) In so far as relates to the Profit & Loss account of the Profit of the company for the year ended on that date and

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

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

(b) The fixed assets are physically verified by the management at reasonable intervals having regard to the size of the company and nature of its assets. No materials discrepancies were noticed during such verification during the year.

(c) The company has not disposed off any part of fixed assets during the year and accordingly going on concern is not affected, except Rs.284/- being full amount of net WDV was charged as Depreciation to Revenue a/c.

2. In respect of inventories: There were no inventory, hence this clause is not applicable.

3. In respect of the Loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s.301 of the Companies Act, 1956:

(a) the company has given loans to various parties and total outstanding at the year end was Rs. 12.53 Crores (including Rs.1.50 Crores interest free loan), maximum outstanding during the year any time was Rs.15.43 Crores.

(b) The company has not taken loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained u/s.301 of the Companies Act, 1956.

(c) In our opinion the rate of interest and other terms and condition on which loans given by the company are not prima facie prejudicial to the interest of the company. The parties are repaying the principal amounts as stipulated and are also irregular in payment of interest, wherever applicable .

(d) In respect of aforesaid loans, there is no overdue amount.

4. In our opinion and according to the information given to us the company has adequate internal control procedure, commensurate to the size of the company and nature of its Business for the purchase of inventories and fixed assets and for sale of goods Further based on our examination and according to the information & explanation given to us we have neither come across nor have been informed of any major weakness in the internal control.

5. To the best of knowledge and belief and according to the information and explanation given to us We are of the opinion that the transaction that need entered in the register in pursuance of sec. 301 of the companies Act 1956 has been so entered.

6. The company has not accepted any deposit from public to which the directive issued By the Reserve Bank of the India and the provision of sec.58AA of the Act and the Rules framed there under applicable.

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

8. As explained to us the central govt, has not prescribed maintenance of cost record u/s 209(1) (d) of the companies Act 1956 for any of the company.

9. In respects of statutory dues:

(a) According to the records of the company and information and explanation given to us the company has been regular in depositing undisputed statutory dues to the extent applicable, with the appropriate authorities during the year. According the information and explanation given to us, no undisputed amount payable in respect of the above were in arrears as on 31.03.2012 for a period of more than 6 months from the date on which they become payable. We have been explained that status relating to other statutory dues including Employees State Insurance, Provident Fund, Sales Tax, Wealth Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Service Tax are not applicable to the Company during the year.

10. The Company have not accumulated losses at the end of the financial year and have not incurred cash losses during the year covered by the audit and immediately preceding financial year.

11. On the basis of information and explanation given to us the company has not defaulted in repayment of dues to any Bank or financial institution. The company has not obtained any borrowing by way of debentures.

12. Based on our examination of record and the information & explanation 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. In our opinion the company is not a chit fund or and Nidhi/ Mutual benefit fund / society therefore the provision of clause (xiii) of this order are not applicable.

14.In our opinion the Company has maintained proper records of transactions and contracts relating to shares and securities and other investments made, entered into during the year and timely entries have been made therein.

15. According to the information and explanation given to us and record examined by us the company has not given any guaranty for the loan taken by others from Banks or financial institutions.

16. In our opinion and according to the information & explanation given to us the company has not taken term loan during the year and not been defaulter in repayment of principal and interest by way of installment.

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

18. The company has made preferential allotment of 70,00,000 Equity shares of Rs. 10/- each on premium of Rs.10/- each, out of which 17,00,000 Equity shares were issued to Promoters and 53,00,000 Equity shares were issued to Non-Promoters, covered in Register maintained u/s.301 of the Companies Act, 1956.

19. The company has not raised any money by way of public issue during the year, except issue of preferential allotment of 70,00,000 Equity shares of Rs. 10/- each on premium Rs.10/- each.

20. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management.

21. The other clauses of the companies (Auditors' Report) Order 2003 are not applicable in the case of this company for the current year.

For RAKESH SONI & CO.,

Chartered Accountants,

(CA.R.K.SONI)

Proprietor.

M.N.-047151

FRN-114625W

PLACE: MUMBAI.

DATE:30.05.2012.

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Mar 31, 2011

We have audited the attached Balance Sheet as on 31.03.2011 of Sulabh Engineers and Services Limited and related Profit & Loss account for the year ended on that date annexed there to of which we have signed under reference to this Report.

These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express our opinion on these Financial Statements based on our Audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining on test basis, evidence supporting 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 for our opinion and we report that:

As required by the Companies ( Auditors' Report ) Order 2003 as amended by the Companies (Auditors' Report Amendment) Order 2004, issued by the Central Government of India in terms of Sec.227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records as we Considered appropriate and according to the information and explanation given to us during the course of audit, the statement on the matters specified in paragraph 4&5 of the said order, is enclosed in the Annexure to the extent applicable to the company. Further we Report that:

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

b) In the our opinion , proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of such Books.

c) The Balance Sheet, Profit & Loss a/c and Cash Flow Statement referred to in this report are in Agreement with the Books of Accounts as submitted to us.

d) In our opinion the Balance Sheet, Profit & Loss a/c and Cash Flow Statement dealt with by this Report comply, subject to Notes to Accounts, with the Mandatory Accounting Standards referred to Sec.211(3C) of the Companies Act,1956, to the extent applicable.

e) In our opinion and based on information and explanation given to us, none of the Director is disqualified as on 31.03.2011 from being appointed as Director in terms of Clause (g) of Sub- Sec.(l) of Sec.274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and explanation given to us, the said statements of account, read together with significant accounting policies and Notes on Accounts there on, give the information required by the companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as relates to the Balance Sheet of the State of Affairs of the company as at 31st march 2011

(ii) In so far as relates to the Profit & Loss account of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 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 fixed assets of the company have been physically verified by the management at reasonable intervals having regard to the size of the Company and nature of its assets . No material discrepancies were noticed during such verification during the year. In our opinion, the frequency of verification is reasonable.

(c) the company has not disposed off any part of fixed assets during the year and accordingly going on concern is not affected.

2. In respect of inventories: N.A.

3.(a) The company has not taken loans, secured or unsecured, from Companies, firms or other patties, but given loans to Companies, firms or other parties, covered in the Register maintained u/s.301 of the Companies Act, 1956.

(b) in our opinion the rate of interest and other terms and condition of the loans given by the company are not prima facie prejudicial to the interest of the company. The parties are repaying the principal amounts as stipulated and are also regular in payment of interest, wherever applicable.

(c) In respect of aforesaid loans, there is no overdue amount of more than Rupee one lakh.

4. In our opinion and according to the information given to us the company has adequate internal control procedures, commensurate to the size of the company and nature of its business. Further based on the examination and according to the information and explanation given to us, we have neither come across nor have been informed of any major weakness in the internal control.

5. To the best of knowledge and belief and according to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register in pursuance of Sec.301 of the Companies Act, 1956 have been so entered.

6. The company has not accepted any deposit from public to which the directives issued by the Reserve Bank of India and the provision of Sec.58AA of the Act and the Rules framed there under as applicable.

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

8. As explained to us the central govt. has not prescribed maintenance of cost records u/s. 209(l)(d) of the Companies Act, 1956 for any of the Company.

9. In respect of statutory dues:

(a) According to the records of the company and information and explanation given to us, the company has been regular in depositing undisputed statutory dues to the extent applicable, with appropriate authorities during the year. According to the information and explanation given to us, no undisputed amount payable in respect of the above were in arrears as on 31.03.2011 for a period of more than 6 months from the date on which they become payable. We have been explained that statutes relating to other statutory dues including Employees State Insurance, Provident Fund, Sales Tax, Wealth Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Service Tax are not applicable to the Company during the year.

10. The company have not accumulated losses at the end of the financial year and have not incurred cash losses during the year covered by the audit and immediately preceding financial year.

11. On the basis of information and explanation given to us, the company has not defaulted in repayment of dues to any Bank or financial institution. The company has not obtained any borrowing by way of debentures.

12. Based on our examination of records and the information and explanation 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. In our opinion the company is not a Chit fund or nidhi/mutual benefit fund/ society, therefore the provision of clause (xiii) of this order is not applicable.

14. In our opinion the company has maintained proper records of transactions and contracts relating to shares and securities entered into during the year and timely entries have been made therein. The company sold all the securities held, during the year.

15. According to the information and explanation given to us and records examined by us, the company has not given any guarantee for the loan taken by others from Banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the company has not taken term loan during the year and not been defaulted in repayment of principal and interest by way of installment.

17. The company has not made any preferential allotment of shares or issued debentures or public issue during the year except issued 2800000 equity shares on preferential basis of Rs.10/- each on premium of Rs.10/- each, out of which 1000000 equity shares were issued to Promoters and 1800000 equity shares to Non-promoters.

18. The Company has not raised any money by public issue during the year, except preferential allotment of 2800000 equity shares @ Rs.10/- each on premium Rs.10/- each.

19. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

20. The other clauses of the Companies (Auditors' Report) Order 2003 are not applicable in the case of the company for the current year.

For RAKESH SONI & CO., Chartered Accountants,

Sd- (CA. R.K. SONI) Proprietor. M.N.-047151. FRN-114625W

PLACE: MUMBAI. DATE : 05.09.2011

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Mar 31, 2010

1.We have audited the attached Balance Sheet of MESSRS. SULABH ENGINEERS & SERVICES LIMITED as at 31st March 2010, the Profit & Loss Account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2.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 misstatements. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.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 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we further report that: -

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

(b) The fixed assets of the company have been physically verified by the management during the year and no discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) None of the fixed assets of the Company have been disposed off during the year.

ii.(a) 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.

(b) In our opinion, the rate of interest and other terms and conditions of loans given by the company are not prima facie prejudicial to the interest of the company. The parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

(c) In respect of the aforesaid loans, there is no overdue amount of more than Rupees one Lakh.

iii. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of Act.

iv. The company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

v. As per the records verified by us and as explained to us, the Company has been regular in depositing undisputed Income-tax dues and Cess with the appropriate authorities and there were no arrears under the above head which were due for more than six months from the date they became payable as at the close of the year. We have been explained that statutes relating to other statutory dues including Employees State Insurance, Provident Fund, Sales tax, Wealth Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Service Tax are not applicable to the Company during the year.

vi. The company has no accumulated losses as at 31-3-2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

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

viii. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company.

ix. In our opinion, the company has maintained proper records of transactions and contracts relating to shares and securities entered into during the year and timely entries have been made therein. Further, such securities have been held by the company in its own name.

x. In our opinion and according to the information and explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. xi. The company has not obtained any term loans.

xii. On the basis of an overall examination of the balance sheet of the company, in our opinion, and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long-term investment.

xiii. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xiv. The company has not raised any money by public issues during the year.

xv. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

xvi. The other clauses of the Companies (Auditors Report) Order 2003 are not applicable in the case of the company for the current year.

4. Further to our comments as referred above:

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

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report comply, subject to the Notes to Accounts, with the Mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable.

(v) In our opinion, and based on information and explanations given to us, none of the Directors is disqualified as on 31st March 2010 from being appointed as director in terms of Clause(g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

(a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2010,

(b) in the case of the profit and loss account, of the profit for the year ended on that date and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

For Tulsyan & Tulsyan

Chartered Accountants

A.K.Tulsyan

Mumbai. 24-05-2010 Partner

Membership Number.051134