Auditor Report of Sungold Capital Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of SUNGOLD CAPITAL LIMITED ("the Company”], which comprise the Balance
sheet as at March 31,2024, 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 notes to the Ind AS financial statements, including a summary of significant accounting policies and
other explanatory information

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the
information required by the Companies Act, 2013, as amended (“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 31,2024, its profit including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing (SAs], as 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 Ind AS Financial
Statements’ section of our report We are independent of the Company in accordance with the ‘Code of Ethics'' issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the
Act and the Rules there under, 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 audit opinion on the Ind AS
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 financial statements for
the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to he communicated in our report
Other Information

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 Ind AS financial statements and our auditor’s report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider
whether such 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.

Responsibilities of Management for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5] of the Act with respect to the preparation of these Ind AS
financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS] specified under section 133 of the Act read with the Companies (Indian Accounting Standards] Rules, 2015, as
amended. 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 the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

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

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

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Ind AS financial statement

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

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

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

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

• Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS
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 Ind AS financial statements for the financial year ended March 31,2024 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

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

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Loss, the Cash Flow Statement and
Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read
with Companies (Indian Accounting Standards) Rules, 2015, as amendedby the Companies (Indian Accounting Standards) Amendment Rules,
2018;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Ind AS financial
statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in
accordance with the provisions of section 197 read with Schedule V to the Act;

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

• The Company does not have pending litigations on its financial position in its Ind AS financial statements

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

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

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

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that
the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

c) Based on such audit procedures 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.

(j) No dividend has been declared or paid during the year by the Company.

For M/s. J Singh & Associates
Chartered Accountants
Firm Registration No: 110266W

Sd/-

Hemant Kumar Shantiial Mehta
Partner

Membership No: 100748

UDIN: 24100748BKAKEY1194

Place:- Mumbai
Date: - 24.05.2024

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Mar 31, 2014

We have audited the accompanying financial statements of SUNGOLD CAPITAL LIMITED, which comprise the Balance Sheet as at March 31, 2014, 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.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 of Profit and Loss, 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 the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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 and with the returns received from branches not visited by us;

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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to Independent Auditor''s Report Referred to in Paragraph 3 of our report even date.

In respect of its fixed assets:

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

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency of which is reasonable. According to the information given to us, no material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off any substantial part of its fixed assets and the going concern status of the company is not affected.

In respect of the inventories:

As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

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

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

According to the information and explanations given to us, the Company has neither granted nor taken unsecured loans to/from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of five lakhs rupees in respect of any party during the year are reasonable having regard to the prevailing market price at the relevant time.

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

7. The Company has an internal audit system commensurate with the size and nature of the Company''s business.

The maintenance of the cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956, for the year under review.

Statutory and other dues:

a) According to information and explanations given to us Provident Fund and Employee''s State Insurance Scheme are not applicable to the Company.

b) According to the information and explanations given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Income-Tax, Sales-Tax, Custom Duty and Excise Duty and there were no undisputed statutory dues outstanding as on 31st March, 2014 for a period of more than six months from the date they became payable.

The company does not have accumulated losses at the end of the year. The company has not incurred any cash loss during the financial year covered by the audit and in the immediately preceding financial year.

Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

To the best of our knowledge and belief and according to the information and explanations given to us, the company has maintained proper records of the transactions for dealing in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name.

The company is not a chit fund, nidhi, mutual benefit fund or a society.

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

According to the information and explanations given to us, the company has not raised any working capital loan. Therefore, the question of its use does not arise.

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 investment by the company or vice-versa.

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.

During the year covered under the audit report the company has not issued any secured debentures.

The company has raised money by Conversion of Convertible Warrants into Equity during the year covered by our report.

As per the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R.K Somani & Associates FRN:-118666W Chartered Accountants,

Place: MUMBAI (R.K Somani) Date: 28/05/2014 Proprietor Membership No:-104927

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SUNGOLD CAPITAL LIMITED, 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.

Management''s Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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, 2013.

(b) in the case of the Statement of Profit and Loss, 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 the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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 and with the returns received from branches not visited by us;

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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to Independent Auditor''s Report Referred to in Paragraph 3 of our report even date.

1. In respect of its fixed assets:

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

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency of which is reasonable. According to the information given to us, no material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off any substantial part of its fixed assets and the going concern status of the company is not affected.

2. In respect of the inventories:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

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

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

3. According to the information and explanations given to us, the Company has neither granted nor taken unsecured loans to/from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of five lakhs rupees in respect of any party during the year are reasonable having regard to the prevailing market price at the relevant time.

SUNCOLD

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

7. The Company has an internal audit system commensurate with the size and nature of the Company''s business.

8. The maintenance of the cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956, for the year under review.

9. Statutory and other dues:

a) According to information and explanations given to us Provident Fund and Employee''s State Insurance Scheme are not applicable to the Company.

b) According to the information and explanations given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Income-Tax, Sales-Tax, Custom Duty and Excise Duty and there were no undisputed statutory dues outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

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

11. Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

13. To the best of our knowledge and belief and according to the information and explanations given to us, the company has maintained proper records of the transactions for dealing in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name.

14. The company is not a chit fund, nidhi, mutual benefit fund or a society.

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

16. According to the information and explanations given to us, the company has not raised any working capital loan. Therefore, the question of its use does not arise.

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 investment by the company or vice-versa.

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.

19. During the year covered under the audit report the company has not issued any secured debentures.

20. The company has raised money by Conversion of Convertible Warrants into Equity during the year covered by our report.

21. As per the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R.K Somani & Associates

FRN:-118666W Chartered Accountants,

(R.K Somani)

Proprietor

Place: Mumbai Membership No:-104927

Date: 28/05/2013

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Mar 31, 2012

1. We have audited the attached Balance-Sheet of SUNGOLD CAPITAL LIMITED Ahmedabad as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

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

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

i. 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;

ii. 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;

iii. The Balance-Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with books of accounts.

iv. In our opinion, the Balance Sheet and Statement of Profit and loss are in compliance with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act 1956.

v. Based on the representation received from the Directors of the Company as on 31st March, 2012, and taken on record by the Board of Directors of the Company, we report that none of the Directors of the Company are disqualified as on 31st March, 2012 from being appointed as directors 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 read together with the Significant Accounting Policies and other notes thereon give the information required by The Companies Act, 1956 ('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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012 and

b) In the case of Statement of Profit & Loss Account, of the Profit for the year ended on that date.

c) In the case of Cash Flow Statement of the Cash flows for the year ended on that date

Annexure to Auditors' Report

Referred to in Paragraph 3 of our report of even date

1. In respect of its fixed assets:

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

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency of which is reasonable. According to the information given to us, no material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off any substantial part of its fixed assets and the going concern status of the company is not affected.

2. In respect of the inventories:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

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

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

3. According to the information and explanations given to us, the Company has neither granted nor taken unsecured loans to/from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of five lakhs rupees in respect of any party during the year are reasonable having regard to the prevailing market price at the relevant time.

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

6. The Company has an internal audit system commensurate with the size and nature of the Company's business.

7. The maintenance of the cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956, for the year under review.

8. Statutory and other dues:

a) According to information and explanations given to us Provident Fund and Employee's State Insurance Scheme are not applicable to the Company.

b) According to the information and explanations given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Income-Tax, Sales-Tax, Custom Duty and Excise Duty and there were no undisputed statutory dues outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

9. The company does not have accumulated losses at the end of the year. The company has not incurred any cash loss during the financial year covered by the audit and in the immediately preceding financial year.

10. Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

11. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

12. To the best of our knowledge and belief and according to the information and explanations given to us, the company has maintained proper records of the transactions for dealing in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society.

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

15. According to the information and explanations given to us, the company has not raised any working capital loan. Therefore, the question of its use does not arise.

16. 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 investment by the company or vice-versa.

17. The Company has not made any preferential allotment of shares during the year.

18. During the year covered under the audit report the company has not issued any secured debentures.

19. The company has raised money by Conversion of Convertible Warrants into Equity during the year covered by our report.

20. As per the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R.K Somani & Associates

FRN:-118666W

Chartered Accountants,

(R.K Somani)

Proprietor

Membership No:-104927

Place: Mumbai

Date : 17/07/2012

---

Mar 31, 2011

1. We have audited the attached Balance-Sheet of Sungold Capital Limited, Ahmedabad as at 31st March, 2011 and relative Profit & Loss Account of the Company for the year ended on that date, both of which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. 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 management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

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

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

i. 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;

ii. 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;

iii. The Balance-Sheet and Profit & Loss Account referred to in this report are in agreement with the Books of Accounts of the Company.

iv. In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. Based on the representation received from the Directors of the Company as on 31st March, 2011, and taken on record by the Board of Directors of the Company, we report that none of the Directors of the Company are disqualified as on 31st March, 2011 from being appointed as directors in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by The Companies Act, 1956 ('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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011 and

b) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011 OF SUNGOLD CAPITAL LIMITED

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency of which is reasonable. According to the information given to us, no material discrepancies were noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets.

2. In respect of the inventories:

a) Inventory has been valued at cost price.

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

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

3. According to the information and explanations given to us, the Company has neither granted not taken unsecured loans to/from Companies, firms and Other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of Five Lacs Rupees in respect of any party during the year are reasonable having regard to the prevailing market price at the relevant time.

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

7. The Company has an internal audit system commensurate with the size and Nature of the Company's business.

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

9. Statutory and other dues:

a) According to information and explanations given to us Provident Fund and Employee's State Insurance Scheme are not applicable to the Company.

b) According to the information and explanations given to us and the records examined by us, there is no dues of income tax, wealth tax, service tax and cess which have not been deposited on account of any dispute. As informed to us, sales tax, custom duty and excise duty are not applicable to the company for the current year.

10. The company does not have accumulated losses at the end of the year. The company has not incurred any cash loss during the financial year.

11. Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

13. To the best of our knowledge and belief and according to the information and explanations given to us, the company has maintained proper records of the transactions for dealing in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name.

14. The company is not a chit fund, nidhi, mutual benefit fund or a society.

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

16. According to the information and explanations given to us, the company has not raised any working capital loan. Therefore, the question of its use does not arise.

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 investment by the company or vice-versa.

18. The Company has made the preferential allotment of shares to the promoter group by conversion of warrants and to the Non Promoter group against the 51% stake to form subsidiaries during the year.

19. During the year covered under the audit report the company has not issued any secured debentures.

20. The company has not raised any money by public issue during the year covered by our report.

21. As per the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Samria & Co.,

Chartered Accountants, Place: Mumbai Date: 22nd August, 2011

(Shivraj Rathi)

Partner

Membership No: 112376

---

Mar 31, 2010

1. We have audited the attached Balance-Sheet of Sungold Capital Limited Ahmedabad as at 31st March, 2010 and relative Profit & Loss Account of the Company for the year ended on that date, both of which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. 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 management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government Of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Armexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i. 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;

ii. 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;

iii. The Balance-Sheet and Profit & Loss Account referred to in this report are in agreement with the Books of Accounts of the Company.

iv. In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act 1956.

v. Based on the representation received from the Directors of the Company as on 31st March, 2010, and taken on record by the Board of Directors of the Company, we report that none of the Directors of the Company are disqualified as on 31st March, 2010 from being appointed as directors 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 read together with the Significant Accounting Policies and other notes thereon give the information required by The Companies Act, 1956 Othe Act1) 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 Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010 and

b) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF M/S SUN GOLD CAPITAL LIMITED

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

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

b) The fixed assets have been physically verified during the year by the management in accordance with a program of verification, the frequency of which is reasonable. According to the information given to us, no material discrepancies were noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets.

d) During the year Company has written off leased assets appearing in the balance sheet in which case no lease rent was received for many years and no assets was traceable.

2. In respect of the inventories:

a) The company does not have any inventory at the end of the year.

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

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

3. According to the information and explanations given to us, the Company has neither granted not taken unsecured loans to/from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

6. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need be entered into the register maintained under Section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year are reasonable having regard to the prevailing market price at the relevant time.

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

8. The Company has an internal audit system commensurate with the size and nature of the Companys business.

9. The maintenance of the cost records has not been prescribed by the Central Government Under Section 209 (1) (d) of the Companies Act, 1956, for the year under review.

10. Statutory and other dues:

a) According to information and explanations given to us Provident Fund and Employees State Insurance Scheme are not applicable to the Company.

b) According to the information and explanations given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Income-Tax, Sales-Tax, Custom Duty and Excise Duty and there were no undisputed statutory dues outstanding as on 31st March, 2010 for a period of more than six months.

11. The company does not have accumulated losses at the end of the year. The company has not incurred any cash loss during the financial year.

12. Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

13. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

14. To the best of our knowledge and belief and according to the information and explanations given to us, the company has maintained proper records of the transactions for dealing in shares, securities and other investments and timely entries have been made therein. The shares, securities and other investments have been held by the company in its own name.

15. The company is not a chit fund, nidhi, mutual benefit fund or a society.

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

17. According to the information and explanations given to us, the company has not raised any working capital loan. Therefore, the question of its use does not arise.

18. 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 investment by the company or vice-versa.

19. The Company has not made any preferential allotment of shares during the year.

20. During the year covered under the audit report the company has not issued any secured debentures.

21. The company has not raised any money by public issue during the year covered by cur report.

22. As per the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Samria & Co.,

Chartered Accountants,

Place: Mumbai

Date: 31th July, 2010

(Shivrai Rathi)

Partner

Membership No: 112376