Auditor Report of Sunraj Diamond Exports Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Sunraj Diamond
Exports Limited (“the Company”), which comprise the Balance Sheet as at March 31,
2024, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year ended
on that date, and notes to financial statement, 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, except for the effects of matters described in the basis for qualified opinion
section of our report, the aforesaid Standalone Financial Statements give the information
required by the Companies Act, 2013 (“the Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, the Loss and total
comprehensive income, changes in equity and its cash flows for the year ended on that
date

2. Basis for Qualified Opinion

As per the note no. 31: Employee Benefits, the company has not made the provision
of employee cost with reference to the retirement benefits of the employees. We

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

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the Standalone Financial Statements of the current period.
These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have not determined any key audit matters
which needs specific mention.

4. Information Other than the Standalone Financial Statements and Auditor’s Report
Thereon

The Company’s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the
Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s
Information, but does not include the Standalone Financial Statements and our auditor’s
report thereon. 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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone Financial Statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information; we are required to report that fact. We have
nothing to report in this regard.

5. 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 Act with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the financial position, financial performance,
total comprehensive income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles generally accepted in
India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

6. Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

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

i) 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.

ii) Obtain an understanding of internal financial controls 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

iii) Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management

iv) 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 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 auditor’s report. However,

future events or conditions may cause the Company to cease to continue as a
going concern

v) 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

Materiality is the magnitude of misstatements in the Standalone Financial Statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the Standalone Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in

i) Planning the scope of our audit work and in evaluating the results of our work;
and

ii) To evaluate the effect of any identified misstatements in the Standalone Financial
Statements.

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

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

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 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

II. Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

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

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

D. In our opinion, the aforesaid standalone financial statements comply with the Ind
AS 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
March 31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164 (2) of the Act.

F. With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s
internal financial controls with reference to financial statements.

G. With respect to the other matters to be included in the Auditor’s Report in
accordance with the requirements of section 197(16) of the Act, as amended: In
our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the 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 Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our information and according to the
explanations given to us:

i) The Company does not have pending litigations having impact on its financial
position in its Standalone Financial Statements

ii) The Company does not have any material foreseeable losses, if any, on long¬
term contracts including derivative contracts

iii) There are no amounts that are 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 the notes to the accounts, 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, other than as disclosed in the notes to the accounts, 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 audit procedures which we 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) as provided under a) and b) above, contain any
material mis-statement.

v) The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

vi) Based on our examination, which included test checks, the Company has
used accounting softwares for maintaining its books of account for the financial
year ended March 31, 2024 which has a feature of recording audit trial (edit
log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares. Further during the course of our
audit we did not come across any instance of the audit trial feature being
tempered with.

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

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

For Govind Prasad and Co.

Chartered Accountants
FRN: 114360W
CA Govind Prasad
Partner

Place : Mumbai M. No.: 047948

Date : 29^th May 2024 UDIN: 24047948BKAILJ4858

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Mar 31, 2015

1. We have audited the accompanying financial statements of Sunraj Diamond Exports Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

2. The preparation of these financial statements such that they give a true and fair view on the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in section 133 of the Companies Act, 1956, read with rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India, are the responsibility of the Company's management. This responsibility also include maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

4. We have conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. These 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 of material misstatement

5. 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.

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

Opinion

7. 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, 2015;

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.

Report on Other Legal and Regulatory Requirements

8. As required under the Companies (Auditors' Report) Order, 2015 issued by the Company Law Board in terms with section 143(11) of the Companies Act, 2013 we give below a statement on the matters specified in the paragraph 3 and 4 of the said Order.

9. As required u/s. 143(3) of the Companies' Act, 2013, we report that:

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

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

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

d) In our opinion, the Statement of Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014;

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

The Annexure referred to in paragraph 8 of the Our Report of even date to the members of * Sunraj Diamond Exports Limited on the accounts of the company for the year ended 31st March, 2015.

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

1. Fixed Assets

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. Inventories

(a) As explained to us, inventories have been 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 procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. Loans and Advances granted / taken from certain entities

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given ta us and on the basis of our examination of the books of account, the Company has taken loans from companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. However the rate of interest & other terms & conditions of loans are not prima facie prejudicial to the interest of the Company.

(c) The Company is regular in payment of principal amount and interest as stipulated. There are no overdue amounts payables by the company.

4. Internal Control System

(a) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Public Deposits

The Company has not accepted any deposits as defined u/s. 2(31) of the Companies Act, 2013, therefore the issue of the Company following the directives issued by the Reserve Bank of India and provision of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, is not applicable. Because there is no contravention fay the Company the nature of contravention in not reported. The Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal has not passed any order or directive there for the issue of its compliance is not applicable

6. Cost Records

We have broadly reviewed the Cost Accounting records maintained by the Company pursuant to the Rules made by the Central Government for maintenance of Cost Records under section 148 (1)) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have generally been made and maintained. However, we have not made a detailed examination of the records.

7. Statutory Dues

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except the following:

Nature of Tax Liability Amount (Rs.) Nature of Dispute / Forum Where the dispute is pending

Income Tax A. Y. 2002-03 8,86,480 Assessing Officer as the same was set aside by CIT (Appeals)

(c) The Company is not required to transfer any amount to investor education and protection fund, in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under, hence clause (vii)(c) is not applicable.

8. Accumulated Losses

The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Dues to Financial Institutions, Banks and Debenture holders

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. Guarantees given

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution hence the issue of the terms and conditions thereof being prejudicial to the interest of the Company is not applicable.

11. Term Loans

Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

12. Frauds Noticed

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhupendra Shroff & Co. Chartered Accountants FRN: 101478W

B. N. Shroff Mumbai, Partner Date: 29th May, 2015. Membership No. 5039

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Mar 31, 2014

1. We have audited the accompanying financial statements of Sunraj Diamond Exports Limited ("the Company"), 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

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with The General Circular 15/2014 dated 13th September, 2014 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2014. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

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

7. 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.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with The General Circular 15/2014 dated 13th September, 2014 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2014;

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.

The Annexure referred to in paragraph 7 of the Our Report of even date to the members of Sunraj Diamond Exports Limited. on the accounts of the company for the year ended 31st March, 2014.

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

1. Fixed Assets

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. Inventories

(a) As explained to us, inventories have been 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 procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. Loans and Advances granted / taken from certain entities

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken unsecured loans from 4 parties (4 parties) companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and the aggregate outstanding balances is ^ 2,32,58,592 ( 4,05,08,643). However the rate of interest & other terms & conditions of loans are not prima facie prejudicial to the interest of the Company.

(c) The Company is regular in payment of principal amount and interest as stipulated. There are no overdue amounts payables by the company.

4. Internal Control System

(a) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(b) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Contracts or arrangement referred to in this Section 301 of the Companies Act, 1956

(a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. Public Deposits

The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. Internal Audit System

As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. Cost Records

As per the information and explanation given to us, no cost records are prescribed by the central government under clause (d) of sub-section (1) of section 209 of the Act.

9. Statutory Dues

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except the following:

Nature of Tax Liability Amount (Rs ) Nature of Dispute / Forum Where the dispute is pending

Income TaxA.Y.2002-03 8,86,480 Assessing Officer as the same was set aside by CIT (Appeals)

10. Accumulated Losses

The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Dues to Financial Institutions, Banks and Debenture holders

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Security for Loans and Advances Granted

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

13. Special Statute

The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. Dealings / Trading in Shares, Securities, Debentures and other Investments

According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. Guarantees given

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Term Loans

Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Utilisation of Funds

Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Preferential Allotment of Shares

Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. Security for Debentures Issued

The Company has no outstanding debentures during the period under audit.

20. Public Issue of Equity Shares

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

21. Frauds Noticed

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhupendra Shroff & Co. Chartered Accountants FRN: 101478W B. N. Shroff Mumbai, Partner Date: 30th May, 2014. Membership No. 5039

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Sunraj Diamond Exports Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements.

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

Auditors'' Responsibility

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

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

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

Opinion

1. 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 Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rateat 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.

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

1. Fixed Assets

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

© In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. Inventories

(a) As explained to us, inventories have been 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 procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. Loans and Advances granted / taken from certain entities.

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.However the rate of interest & other terms & conditions of loans are not prima facie prejudicial to the interest of the „ Company.

(c) The Company is regular in payment of principal amount and interest as stipulated. There are no overdue amounts payables by the company.

4. Internal Control System

(a) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(b) in our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Contracts or arrangement referred to in this Section 301 of the Companies Act, 1956

(a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained underthat section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacsrupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. Public Deposits

The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. Internal Audit System

As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. Cost Records

As per the information and explanation given to us, no cost records are prescribed by the central government under clause (d) of sub-section (1) ofsection209 oftheAct.

9. Statutory Dues

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 315t of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except the following.

Nature of Tax liability Amount (Rs. ) Nature of Dispute / Forum where the dispute is pending

Assessing Officer as the Income Tax A.Y. 2002-03 8,86,480 same was set aside by CIT(Appeals)

10. Accumulated Losses

The Company does not have any accumulated loss and has not incurred cash loss during the financial yearcovered by ouraudit and in the immediately preceding financial year.

11. Dues to Financial Institutions, Banks and Debenture holders

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Security for Loans and Advances Granted

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

13. Special Statute

The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. Dealings / Trading in Shares, Securities, Debentures and other Investments

According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. Guarantees given

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Term Loans

Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Utilisation of Funds

Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on shortterm basis have been used for long-term investment by the Company.

18. Preferential Allotment of Shares

Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. Security for Debentures Issued

The Company has no outstanding debentures during the period under audit.

20. Public Issue of Equity Shares

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

21. Frauds Noticed

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhupendra Shroff & Co.

Chartered Accountants

FRN: 101478W



B.N.Shroff

(Partner)

Membership No.: 5039

Place: Mumbai

Date: 29.06.2013

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Mar 31, 2010

We have audited the attached Balance Sheet of SUNRAJ DIAMOND EXPORTS LIMITED as at 31st March, 2010, and the Profit & Loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion, accordingly we report:

1. As required under the Companies (Auditors Report) Order, 2004, issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in the paragraph 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 above:

(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 Accounts as required by the law have been kept by the Company so far as appears from our examinations of the books of accounts, and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

(c) The Balance Sheet and Profit & Loss Account dealt with by the report are in agreement with the books of accounts and in our opinion, in accordance with the Accounting Standards referred to in Section 211(3c) of the Companies Act, 1956.

(d) Based on the confirmations received from the Directors of the Company and the information and explanations as made available to us by the Company, none of the Directors of the Company has prima facie any disqualification as referred to in Section 274(l)(g) of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view: (i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010, and (ii) In the case of the Profit & Loss account of the profit for the year ended on that date. (iii) In the case of Cash flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of the report of even date.

1. (a) As per the information and explanation given to us, the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per the information and explanation given to us, fixed assets have been physically verified by the management at reasonable intervals, no material discrepancies were noticed on such verification.

(c) No fixed assets have been disposed off during the year.

2. (a) As per the information and explanation given to us, management had physically verified inventory at reasonable intervals.

(b) As per the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) As per the information and explanation given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. As per the information and explanation given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties cover in the register maintained under section 301 of the Act. The Company has received unsecured loans from companies, firms, or other parties covered in the register maintained under section 301 of the Act, however the said loans are non prima facie prejudicial to the interest of the Company.

4. As per the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. As per the information and explanation given to us, the transactions that need to be entered into the register in pursuant of section 301 of the act have been so entered.

6. As per the information and explanation given to us, the company has not accepted deposits from the public, and hence the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Act and the rules framed there under, are not applicable to the company.

7. The Company has adequate internal audit system commensurate to the nature and size of the business of the Company.

8. As per the information and explanation given to us, no cost records are prescribed by the central government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) As per the information and explanation given to us, the company has no undisputed statutory dues including Provident Fund, Investor Education Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities for the financial year concerned for a period of more than six months from the date they became payable.

(b) As per the information and explanation given to us, there are no disputed dues of sales tax/custom duty/wealth tax/excise duty/cess except in case of income tax as below:

Nature of Tax Liability Amount (Rs.) Nature of Dispute / Forum Where the dispute is pending

Income Tax A. Y. 2002-03 12,86,480 Assessing Officer as the same was set aside by CIT (Appeals)



10. There are no accumulated losses at the financial year end and there are no cash losses in such financial year and in the financial year immediately preceding such financial-year also.

11. As per the information and explanation given to us, the company has taken loans from bank and the same are used for the purpose for which it is taken.

12. As per the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As per the information and explanation given to us, the provisions of any special statue applicable to chit fund are not applicable to the company.

14. As per the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15. As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16. As per the information and explanation given to us, the company has not taken any term loan during the year.

17. As per the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act

18. As per the information and explanation given to us, the company has not raised money by public issues during the financial year.

19. As per the information and explanation given to us, the company has not noticed any fraud on or by the company during the year.

For Bhupendra Shroff & Co.

Chartered Accountants

Firm No. 101458W



B. N. Shroff

Mumbai, Partner

Date: 17th August, 2010. Membership No. 5039