Auditor Report of Sunshine Capital Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SUNSHINE CAPITAL
LIMITED(“the Company”), which comprise the balance sheet as at March 31, 2025, and 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 then ended, and notes to the standalone financial statements,
including a summary of material 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 standalone financial statements give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with the Accounting
Standards prescribed under Section 133 of the Act and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March 2025, and its Profit and total
comprehensive income, changes in equity and its cash flows for the year ended on that date. The
company should have prepared a financial statements in compliance with IND AS as prescribed, which
may significantly affect the financial statements of the company.

Basis for opinion

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. 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 (“the ICAI”) together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the provisions
of the Act and the Rules 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 opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone financial statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and in forming our opinion
thereon, we do not provide a separate opinion on these matters. We have determined the matters
described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Auditor''s Response
Impairment of Loans including Expected Credit Loss ("ECL") The Company has reported gross loan assets of INR 9846.98 lacs against which an impairment loss of INR 4771.28 lacs has been recorded. The Company recognised	Assessed the appropriateness of management''s judgment and estimates used in the impairment analysis through procedures that included, but were not limited, to the following: • Obtained an understanding of the method adopted by the Company including the key inputs and

impairment provision for loan assets partly based on the Expected Credit Loss approach laid down under ''Ind AS 109 - Financial Instruments. The calculation of impairment losses on loans is complex and is based on the application of significant management judgement and the use of different modelling techniques and assumptions which are uncertain and could have a material impact on reported profits. However, the Company has applied a single-stage approach based on changes in credit quality to measure expected credit loss on loans which is as follows: • If the repayment is defaulted more than 90 days then it is considered as credit- impaired at the end of the year. • Significant management judgement and assumptions involved in measuring ECL is required with respect to: • Determining the criteria for a significant increase in credit risk • Factoring in future economic assumptions • Techniques used to determine probability of default, loss given default and exposure at default. These parameters are derived from the Company''s historical data. In view of the above, the measurement of impairment loss on loans was determined to be a Key Audit Matter in our audit of the financial statements.

assumptions. Since methods and parameters are based on historical data, we assessed whether historical experience was representative of current circumstances and was relevant in view of the recent impairment losses incurred within the portfolios. • Considered the Company''s accounting policies for estimation of expected credit loss on loans and assessed the compliance with the policies in terms of Ind AS 109. However, we observed that company has not complied with Ind AS 109. • Tested the design and operating effectiveness of key financial controls over the completeness and accuracy of the key inputs and assumptions considered for calculation, recording and monitoring of the impairment loss recognized. Also evaluated the controls over the impairment process, validation of data and related approvals. • Reconciled the total financial assets considered for ECL estimation with the books of account to ensure the completeness. •Assessed the adequacy and appropriateness of disclosures in compliance with the Ind AS 107 in relation to ECL which was found not to have been implemented.

Loan borrowed converted to Equity Shares The Company is a NBFC registered under Section 45-IA of the Reserve Bank of India Act, 1934, and as a part of its business activities was engaged in lending/ granting of the loans The company had requested conversion of borrowed loans from other corporate entities to Equity Capital and waiver of interest due till date of allotment of such shares to the extent of Rs 67,000.00 lacs. The variety of terms that define contract of loan where terms of loans, such as repayment schedule, Rate of Interest, securities associated, overdues if any etc. This area was of most significance in our audit due to the magnitude of amount involved and there

Our audit procedures included the following: • Considered Company''s loan policy and its compliance. • Assessed the design and tested the operating effectiveness of internal controls related to loans. • Performed sample tests of individual transaction and other related documents. Further, in respect of the samples tested we checked that the loans has been taken as per the policy. • Selected sample of loans obtained and checked the documents. • We checked the documents related to valuation of the loans where such loans converted to Equity

conversion of the same to equity capital.	Capital
Accordingly, due to the significant risk associated in accordance with terms of applicable AS, it was determined to be a key	• Obtained few balance confirmations as at the year end to evaluate loans.
audit matter in our audit of the standalone	• We checked the Shareholders List maintained by
financial statements.	RTA.

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 and Sustainability Report,
Corporate Governance and Shareholder’s Information, but does not include the financial statements
and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
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 on in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statement

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other comprehensive income,
changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards ("Ind AS”) notified under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and
the applicable NBFC Regulations, as amended from time to time.

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, the Management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

Auditor’s responsibilities for the audit of the financial statements

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 have also:

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

• Obtain an understanding of internal financial control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances. Under
section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board of Directors 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 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.

• 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 consolidated financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the consolidated 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 consolidated 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 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.

The previously issued standalone financial statements were audited by the predecessor auditor whose
report for the year ended 31 March 2024 issued on 28 Nov 2024 expressed an unmodified opinion on
those standalone financial statements were also prepared without complying to companies accounting
standard rules 2021 to comply with Ind As.

Report on other legal and regulatory requirements

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

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

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

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

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

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act read with rule 7 of the Companies (Accounts)
Rules, 2014,as amended and the Companies (Accounting Standards) Amendement Rules,
2016, as amended, to the extent they are not inconsistent with the accounting principles
prescribed in the applicable NBFC Regulation.

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

(f) with respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate report in Annexure-‘B’;

(g) As no remuneration has been paid by the Company to its Directors, the provisions of Section
197 of the Companies Act, 2013 are not applicable; and

(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, in our opinion and to the best of our
information and according to the explanations given to our;

a. The Company does not have any pending litigations which would impact on its financial
position.

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

c. The company was not required to transfer any amount during the year to the Investor
Education and Protection Fund by the Company.

d. (a) The Management has represented that, to the best of it’s knowledge and belief, no funds

have been advanced or loaned or invested 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,
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 it’s 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, 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.

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement subject to the fact that no
that some expenses have been booked on cash basis.

e. The Company has not declared or paid any dividend during the year and has not proposed
a final dividend during the year.

f. With respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules 2014, the
company did not maintain the accounting software which has a feature of recording of audit
trail of each and every transaction, creating and edit log of each change made in the books
of accounts along with the date when such changes were made and ensuring that the audit
trail cannot be disabled.

For VRSK & Associates (FRN:011199N)

Chartered Accountant

CA. ANKUSH GUPTA (M.NO: 086499)

PARTNER

Place: New Delhi

Date: 30.05.2025

UDIN: 25086499BMLIIZ8417

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Mar 31, 2024

Sunshine Capital Limited

Report on the audit of the standalone financial statements

Opinion

We have audited the financial statements of Sunshine Capital Limited (“the Company”), which comprise the balance sheet as at March 31, 2024, and 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 then ended, and notes to the 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 financial statements give the information required by the Companies Act, 2013 (‘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 / (loss) Amount of Rs.1,03,97,864/- and cash out flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2024, its profit/loss statement and its cash flows statement for the year ended on that date, subject to following observation:

(a) During the year, the company having holding of Sital lease & Finance Limited share 3,00,00,000 but as per holding statement showing only 159,370, so the difference of share is 2,98,40,630.

Key audit matters

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

(A) Adoption of new revenue recognition standard Ind AS 115 (This is added only for illustrative purposes and the auditor has to decide the most significant matter and modify this section accordingly)

Details of the Key Audit Matter

The Company adopted Ind AS 115 “Revenue from Contracts with Customers” with effect from April 1, 2019. The application of the new revenue accounting standard involves certain key judgments’ relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations and point of recognition of revenue.

Ind AS 115 also requires extensive disclosures.

Auditors’ Response to the Key Audit Matter

We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard (Ind AS 115).

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

(a) Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.

(b) Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price.

(c) Selected a sample of continuing and new contracts and performed the following procedures:

• Read, analyzed and identified the distinct performance obligations in these contracts.

• Compared these performance obligations with that identified and recorded by the Company.

• Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.

• Performed analytical procedures for reasonableness of revenue recognition as per Ind AS 115. Information other than the financial statements and auditors’ 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 financial statements and our auditor’s report thereon.

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

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

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

Management’s responsibility for the 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 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 Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from time to time, 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The boards of directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 financial statements.

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

• Identify and assess the risks of material misstatement of the 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 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 over financial reporting 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 over financial reporting;

(g) With respect to the loans & advances given by the company. The company has not executed some of KYC documentation.

(h) 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 our, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

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

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

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

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

(j) with respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules 2014, the company did not maintain the accounting software which has a feature of recording of audit trail of each and every transaction, creating and edit log of each change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

FOR GSA & ASSOCIATES LLPChartered AccountantFIRM REGN NO: 000257N/N500339CA. MANINDRA K TIWARI (PARTNER)M.NO: 501419UDIN: 24501419BKAAEZ8947PLACE: NEW DELHI DATE: 27.05.2024

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Mar 31, 2023

We have audited the financial statements of Sunshine Capital Limited (“the Company”), which comprise the balance sheet as at March 31, 2023, abide statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flow s for the year then ended, and notes to the financial statements, including a summary of significa it accounting policies and other explanatory informati on.

In our opinion and to the best of our information and according to the explanations given to us, t e aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so quired 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. 2C2 its profit Amount of Rs. (78,98,2(1/- and cash out flows for the year ended ont tdate .

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 43 (D) of the Companies Act, 20B. Our responsibilities under those Standards are further describee in the auditor’s responsibilities for the audit of the financial statements section of our report. W e 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 cr ehevanidit 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 wave obtained is sufficient and appropriate to provide a basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Ace manner so required and give a true and fair view in conformity with the accounting principles generally accepted i India of the state of affairs of the Company as at 3kt March 2023, its profit/loss statement an its cash flows statement for the lyeaided on that dat e.

Key audit matters

In addition to the matter described in the Material Uncertainty Related to Going Concern sect on, we have determined the matters described below to be the key audit matters to be communicate in our report.

(A) Adoption of new revenue recognition standard Ind AS 115 (This is added only for illustrative purposes and the auditor has to decide the most significant matter and modify this section accordingly).

Details of the Key Audit Matter

The Company adopted Ind AS 15 “Revenue from Contracts with Customers” with effect from April ] 209. The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination o: transaction pre of the identified performance obligations and point of recognition of revenue.

Ind AS 15 also requires extensive disclosures.

Auditors’ Response to the Key Audit Matter

We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard (Ind AS 15) .

Our audit approach consisted testing of the design and operating effectiveness of the intend controls and substantive testingfanll ows: -

a) Evaluated the design of internal controls relating to implethentaf the new revenue accounting standard .

b) Selected a sample of continuing and new contracts, and tested the operating effectivenes of the internal control, relating to identification of the distinct performance obligations a d determination of transtaon price .

c) Selected a sample of continuing and new contracts and performed the following procedur es:

• Read, analyzed and identified the distinct performance obligations in these contracts.

• Compared these performance obligations with that identified andorded by the Company.

• Considered the terms of the contracts to determine the transaction price including a y variable consideration to verify the transaction price used to compute revenue and to te t the basis of estimation of the variable consideratio

• Performed analytical procedures for reasonableness of revenue recognition as per Ind A> 15.

Information other than the financial statements and auditors’ 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 an Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report,

Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon.

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

In connection with our audit ohe 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 oditour au or otherwise appears to be materially misstated.

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

Management’s responsibility for the financial statements

The Company’s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the fnancial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (In AS) prescribed under section B3 of the Act read with the Companiesan(In''drcounting Standards) Rules, 205 and Companies (Indian Accounting Standards) Rules, 206, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate account^ngrds in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing id detecting frauds and other irregularities; selection and application of appropriate accountin policies; making judgments and estimatesthat 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 predation of the financial statement that give a true and fair view and are fr e from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue a sa 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 boards of directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial entst 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 accordanwith SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consic red material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of usrss taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatejfietrlte financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, a d obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a materAisstatement 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 relevanthe audit in order to design audit procedures that are appropriate in the circumstances. Under section 43(3)(i) of th Companies Act, 20B, we are also responsible for expressing our opinion on whether the company has adequate internal financial conlsrolystem 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 managem ent.

• Conclude on the appropriateness of nagement’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 concernlf 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 conclusion are based onthe audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statemen s, including the disclosures, and whether the 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 wit! relevant ethCal requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, ail where applicable, related safeguards. From the matters communicated with those chathed governance, we determine those matters that were of most significance in the audit of the finan al statements of the current period and are therefore the key audit matters. We describe these m, ters 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 i our report because the adverse consequences of doing so would reasonably be expected to outweigh the public intest benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of -station (I) of section 43 of theCompanies Act, 20B, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 43(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations whidhe tbe tt 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 my examination of those books;

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

(d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section B3 othe Act, read with rule 7 of the Companies (Accounts) Rules, 20)4;

(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 ascbn3Mar

2023 from being appointed as a director in terms of Section 64 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, referr tseparate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

(g) With respect to the other matters to be included iruttltorA Report in accordance with the requirements of section P7 (6) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to our, the remuneration paid by the Company to its directors during; tyear is in accordance with the provisions of section P7 of the Act; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule H of the Companies (Audit and Auditors) Rules, 204, in our opinion and tee tthest of our information and according to the explanations given to our;

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

b. The Company did not have any loHtg:rm contracts including derivative contraors f which there were any material foreseeable losses; and

c. There has been no delay in transferring amounts, required to be transferred, to the Inve tor Education and Protection F und by the Company

FOR TIWARI & MISHRA (CHARTERED ACCOUNTANTS)

FIRM REGN NO: 018393N

CA. MANINDRA KUMAR TIWARI (PARTNER)

M.NO: 501419

PLACE: NEW DELHI

DATE: 29.05.2023

UDIN: 23501419BGWNBI9900

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Mar 31, 2016

Independent Auditor’ s Report

To the Members of SUNSHINE CAPITAL LIMITED

Report on the Financial Statements

I have audited the accompanying financial statements of M/s SUNSHINE CAPITAL LIMITED ( “the Company” ) which comprise the Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’ s Responsibility for the Financial Statements

The Company’ s Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Amendment Rules, 2015. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’ s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I have taken into account the provisions of the act, the accounting and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made there under. I conducted my audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that I 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.

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

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Note No. 24, regarding non provision of diminution in the value of Non Current Investment to the tune of Rs, 25.03 Crores (Previous Year 12.00 Crore) by virtue of which profit of the company has been overstated by Rs, 25.03 Crores. Further, as per AS-2, the inventories are to be valued at cost or market value whichever is less. There is non provision for shortfall in value of inventories to the tune of Rs, 19.17 Crore by virtue of which profit of the company has been overstated by Rs, 19.17 Crore, 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 31st March, 2016;

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

(C) In the case of the Cash Flow Statement, of the Cash Outflows for the year ended on that date;

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’ s Report) Order, 2016 ( “the Order” ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the “Annexure A” statement on the matters Specified in paragraphs 3 and 4 of the Order.

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

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

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

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 my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Amendment Rules, 2015.

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

f) with respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate report in “Annexure B” ,and

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

(i) the Company has disclosed the impact of pending litigations on its financial position in its Financial Statement as referred to in note no. 27 (a), (b) and (c) to the financial statement..

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

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

The Annexure referred to in my report of even date to the members of M/s SUNSHINE CAPITAL LIMITED as at and for the year ended 31st March, 2016, I report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. b) As explained to me, all the fixed assets have been physically verified by the management in a phased periodical manner, which in my opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. Inventories:

a) The inventories have been physically verified during the year by the management. In my opinion, the frequency of verification is reasonable.

b) In my opinion and according to the information and explanations given to me, 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) The Company has maintained proper records of inventories. As per the information and explanation given to me, no material discrepancies were noticed on physical verification.

3. Secured or unsecured Loans

The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. So Further provisions of clause do not apply.

4. The company has complied with the provision of section 185 & 186 in respect of loans, investments, guarantees, and security.

5. In my opinion and according to the Information & Explanation given to me, The Company has not accepted deposits under the provisions of sections 73 to 76 are not applicable or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. I have been informed that the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

7. Statutory Dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2016 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to me, there is a pending tax demands of which information given below:

_(In Rs,)

ACT	Appeal pending Before	Assessment year	Amount of demand
Income Tax Act	ITAT	2008-09	35,33,80,053/-
Income Tax Act	CIT (A)	2008-09	33,99,00,000/-
Income Tax Act	ITAT	2009-10	5,14,66,300/-

8. Since the company has not taken any loan or borrowing from a financial institution, bank, Government or dues to debenture holders hence the default in repayment of dues to banks, financial institutions, and Government does not arise.

9. In my opinion and according to the Information & Explanation given to me, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans so the clause is not applicable for the company.

10.Based on the procedure performed and the information and explanation given to me, I report that no fraud on or by the company has been noticed or reported during the year, nor I have been informed of such cases by the management.

11.In my opinion and according to the information and Explanation given to me, the company has not paid or provided managerial remuneration.

12.The company is not a Nidhi company hence the provision related to the Nidhi Company is not applicable.

13.The company has not any related party transaction.

14.The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15.The company has not entered into any non-cash transactions with directors or persons connected with him.

16.The Company having Certificate of Registration No. B-14.01266 issued on 25.09.1998 by Reserve Bank of India, New Delhi under Section 45 IA of the RBI Act, 1934

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ( “the Act” )

I have audited the internal financial controls over financial reporting of M/s SUNSHINE CAPITAL LIMITED (“the Company”) as of 31 March 2016 in conjunction with my audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ( ‘ICAI’ ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

My responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

CA. ANIL KUMAR

(Chartered Accountant)

M.No. 086223

Place: New Delhi

Date: 26.05.2016

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Mar 31, 2015

I have audited the accompanying financial statements of SUNSHINE CAPITAL LIMITED which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies, other explanatory information together with notes to account thereon.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters in section 134(5) of the Companies Act, 2013 (the Act) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. believe that the audit evidence have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Note No. 4, regarding non provision of diminution in value of Non- Current Investments amounting to Rs,12.00 Crore (Previous year Rs,12.06 Cr.) by virtue of which Profit of the company has been overstated by * 12.00 Crore (Previous year Rs,12.06 Cr.), 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 Statement of Profit and Loss, of the Profit for the year ended on that date;

and

(c) In the case of cash flow statement of the cash inflows for the year ended on that date; Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure'T' a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008, I give in the annexure 'II', a statement on the matters specified in paragraph 3 & 4 of the said directions.

3. As required by section 143(3) of the Act, report that:

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

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

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 my opinion, the aforesaid Financial Statements, comply with the Accounting Standards specified under section 133 of the act, read with 7 of Companies (Accounts) Rules, 2014.

e) on the basis of 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 a director in terms of section 164(2) of the act.

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

(i) the Company has disclosed the impact of pending litigations on its financial position in its Financial Statement as referred to in note no. 29(a), (b) and (c) to the financial statement. (ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SUNSHINE CAPITAL LIMITED as at and for the year ended 31st March, 2015, report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to me, all the fixed assets have been physically verified by the management in a phased periodical manner, which in my opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. Inventories:

a) The inventories have been physically verified during the year by the management. In my opinion, the frequency of verification is reasonable.

b) In my opinion and according to the information and explanations given to me, 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) The Company has maintained proper records of inventories. As per the information and explanation given to me, no material discrepancies were noticed on physical verification.

3. Loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013

a) In my opinion and according to the information and explanations given to me, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

b) In View of the facts mentioned in Point No- a, above the provisions of clause regarding reasonableness of interest charges or paid are not applicable to the company during the year under report.

4. In my opinion and according to the information and explanations given to me, the Company has an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade and fixed assets and for the sale of such stock-in-trade and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In my opinion and according to the information and explanations given to me, the company has not accepted deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

6. I have been informed that maintenance of cost records has not been prescribed by the Central Government of the Companies Act, for the year under review.

7. Statutory Dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to me, there is a pending tax demands of which information given below:

ACT Appeal pending Assessment year Amount of demand Before (In Rs,)

Income Tax Act ITAT 2008-09 35,33,80,053/-

Income Tax Act CIT(A) 2008-09 3,99,00,000/-

Income Tax Act ITAT 200-10 5,14,66,300/-

c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder has been transferred to such fund within time.

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

9. Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions the order regarding default in repayment of dues to a financial institution or bank or debenture holders doesn't arise.

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

11. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

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

CA. ANIL KUMAR

(Chartered Accountant)

M. No. 86223



Place: New Delhi

Date: 21.05.2015

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Mar 31, 2014

I have audited the accompanying financial statements of SUNSHINE CAPITAL LIMITED which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies, other explanatory information together with notes to account thereon.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash inflows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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

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

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

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements read together with NOTES thereon, subject to Noto No. A, regarding non provision of diminution in value of Won- Current Investments amounting to f 12.06 Crore (Previous year NIL) by virtue of which Profit of the company has boon overstated by Rs. 12.06 Crore (Previous year NIL), give the information required by the Act in the manner so required end 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

(e) In the case of cash flow statement of the cash outflows for the year ended on that date;

Report on other Legal and Regulator* 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, I give in the annexure 'I' a statement on the matters specified In paragraphs 4 and S of the Order.

2. As required by the Non-Banking Companies Auditor's Report (Reserve Bank) directions, 2008, t give in Annexure 'II', a statement on the matters specified in paragraph 3 8 4 of the said directions.

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

a) I have obtained all the information and explanations which to the best of my Knowledge and belief were necessary for the purpose of my audit;

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

c) The Balance Sheet, Statement of Profit and Loss & cash flow statement dealt with by this report are in agreement with the books of account;

d) In my opinion, the Balance Sheet, Statement of Profit and Loss & cash flow statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of the Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors Is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

f) Since Vie 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, 1656 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.

AHNEXUREI TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of SUNSHINE CAPITAL U KITED as at and for the year ended 31st March, 2014,1report that;

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

(b) According to the information & explanations given to me, the fixed assets of the company have been physically verified by the management at reasonable intervals during the year which in my opinion are reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not disposed of any fixed assets during the year.

2. (a) The Stock-in-trade of share, securities & debentures etches been physically verified by the management at reasonable intervals during the year.

(b) In my opinion, the procedures of physical verification of such stock-in-trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

(c) The company has maintained proper records of stock-in-trade and I have been given to understand by the management that no discrepancies were noticed on physical verification of such stock as compared to book records.

3. (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 net 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 not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, Thus sub clauses (f) & (g} are not applicable to the company.

4 In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and for the sale of such stock-in-trade and services. Further, on the basis of my examination of books and records of the company and according to the information and explanations given to me, I have neither come across nor have been informed of any continuing failure to correct major weaknesses In the aforesaid internal control system.

5. (a) In my opinion and according to the information and explanations given to me, the Transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b} In my opinion and according to the information and explanations given to mo, the transactions made in pursuance of contracts or arrangements entered In the register maintained under section 301 of Companies Act, t956 and exceeding the value of rupees five lacs in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

7. The Company has an internal audit system commensurate with its size and the nature of its business, which needs to be further, strengthened.

8. I have been informed that maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the year under review.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) According to the information and explanations given to me, there ts a pending tax demands of which information given below

ACT Appeal pending Assessment year Amount of demand Before (Rs.)

Income Tax ITAT 2008-09 35,33,80.053/- Act

10. The Company has no accumulated losses. The company has not Incurred cash tosses during the financial year covered by my audit, as well as in the immediately preceding financial year.

11. Since the company has neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions of paragraph 4 (xl) of the order regarding default in repayment of dues to a financial Institution or bank or debenture holders diesel arise.

12. According to the information and explanations given to me, the Company has not granted loans and advances or the basis of security by way of pledge of shares, debentures and other securities during the year under audit.

13 The Company is not a chit fund or Nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to me, the Company is trading in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

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

16. According to the information and explanations given to me, I report that the company has not raised any term loans during the year.

17. Based on the information and Explanations given to me and on an overall examination of the Balance Sheet of the company as at 31st March, 2014,1 report that no funds raised on short- term basis have been used ro-rang-term investment by the Company.

18. During the year, the company has not made preferential allotment of shares to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the period covered Under audit

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

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

CA AWL KUMAR

(Chartered Accountant)

M.NO. 86223

Place: New Delhi

Date: 05.05.2014

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Mar 31, 2013

We have audited the accompanying financial statements of Sunshine Capital Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 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 (3€J of section 211 of the Companies Act, 1956 ("the Act"]. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 clue 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.

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 Statement, of the profit for the year ended on that date; and

c) In case of Cash Mow Statement, of the cash outflows for the year ended on

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 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.

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

15. 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. 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. 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 short-term basis have been used for long-term investment by the Company.

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

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

21. 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. Ainil Kumar

Place: Delhi (Chartered Accountants)

Date: 13.05.2013 Membership No.: 086223

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Mar 31, 2012

1. I have audited the attached Balance Sheet of M/s Sunshine Capital Limited as at 31st March, 2012 the Profit & Loss account and Cash Flow Statement of the company for the year ended on that date annexed there to. These Financial Statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant statement presentation. I believe that my audit provide a reasonable basis for my opinion.

3. As required by the companies (Auditor's reports) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956. I enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 the said order.

4. Further to my comments in the annexure referred to in paragraph (3) above, I report that:-

(a) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b) In my opinion, the company as required by law has kept proper books of accounts so far as it appears from my examinations of those books.

(c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statements Account dealt with by this reports are in agreement with the Books of Accounts.

d) In my opinion The Balance sheet The Profit and loss Accounts and The Cash Flow statement dealt with by this reports comply with the accounting standards referred to in sub section (3C) of section 211 of the companies Act,1956.

(e) on the basis of written representation received from the directors as on 31st March, 2012 and taken on record by the board from being none of the directors is disqualified as on 31st march 2012 from (1) of section 274 appointed as a director in terms of clause (g) of sub sections (1) of the Companies Act, 1956.

(f) In my opinion and to the best of my information and according to the explanation given to me the said accounts read together with NOTES thereon give the information required by companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: -

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

(ii) in the case of the Profit and Loss account, of the Profit of the company for the year ended on that date, and

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

1. IN RESPECT OF ITS FIXED ASSETS: -

(a) The Company has maintained proper records showing full particulars, including quantitative detail and situation of fixed assets on the basic of available information.

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. As explained to us, no material discrepancies were noticed on such verification.

(c) In my opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. IN RESPECT OF ITS INVENTORIES:-

(a) The stock in trade i.e. stock of shares etc has been physically verified by the management at reasonable Intervals during the year.

(b) In my opinion, the procedures of physical verification of such stock in Trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) I have been given to understand by the management that no discrepancies were noticed on physical verification of such stocks as compared to book records.

(d) In my opinion the valuation of such Stock-In-Trade is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. LOAN TAKEN / GRANTED:

(a) The company had not given loan to a company / firm or other parties covered in the register maintained under section 301 of the companies Act, 1956. The company had not taken loan from directors covered in the register maintained under section 301 of the companies Act, 1956.

(b) In my opinion, the rate of interest and other terms and conditions on which loans have been taken/granted whenever applicable from the companies, firms or other parties listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, whenever interested. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the compan.es Act, 1956.

4 Having regard to the nature of the company's business and based on my scrutiny of the company's records and the information and explanations received by us, I report that he company's activities are purchase of inventories. In my opinion and according to the information and explanation received by us, there are adequate internal control procedures commensurate with the size of the company and the nature ot its business with regards to purchase of fixed assets. During the course of my audit, 1 have not observed any continuing failure to correct major weaknesses in internal controls with regard to purchase of fixed assets.

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


6 Based on my scrutiny of the company's records and according to the information and . explanations provided by the management, in my opinion, the company has not accepted any loans or deposits which are -deposits' within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposits) Rule, 1975.

7 In my opinion and according to the information and explanation given to us the company have an internal audit system commensurate with the size and nature of its business.

8 According to the information and explanations provided by the management the company is not engaged in production, processing, manufacturing or mining activities. Hence, L provisions'* section 209 (1) (d) do not apply to the company Hence ,n my opinion, no comment on maintenance of cost records under section 209 (1) (d) is required.

9 The According to the records of the company, the company is regular in depositing undisputed {) suture dues of Income Tax and cess with the appropriate authorities. The company is not governed by the provision of other statutory acts like ESI, PF, sales tax, etc.

(b) According to the information and explanations given, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax and cess which have not been deposited on account of any dispute.

10. Since the company does not have accumulated losses as on 31st March 2012, no comment under this clause is required.

11 According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31il March 2012.

Hence, in my opinion, the question of reporting on defaults in repairmen dues to financial institutions or banks or debentures does not arise.

12. Based on my examination of documents and records in my opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares debentures and other securities.

13. Since the company is neither a chit fund no,- a mutual benign society / nidhi, hence the requirements of miss clause do not apply to the company.

14. On the basis of my exemption granted under records in my opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities debentures and other investment and timely entries have been made in these records the shares securities debentures and other investments have been held by the company in its own name except to the extent of examination granted under section 49 of the Act.

15. According to the records of the company and ,he information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions. explanations given to the company has not issued any debenture.

16. According to the records of the company and information and explanations given to us, the company has not taken any terms loans and therefore reporting whether the loans were applied for the purpose for which they were obtained is not required. during the course of my audit.

17. According to the records of the company and information and explanation given to us, the company has not taken any terms loans and therefore reporting whether the loans were applied for the purpose for which they obtained is not required.

18. According to the records of the company and the information and explanations 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.

19. According to the records of the company and the information and explanations given to the company has not issued any debenture.

20. Based upon the audit procedures performed and information and explanation given by the management i report that no fraud on or by the company has been noticed or reported during the course of my audit.

ANIL KUMAR

(Chartered Accountants)

M. NO. 86223

Place: New Delhi

Date: 30.05.2012

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Mar 31, 2011

1. I have audited the attached Balance Sheet of M/s Sunshine Capital Limited as at 31st March, 2011 the Profit & Loss account and Cash Flow Statement of the company for the year ended on that annexed there to. These Financial Statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle used and significant statement presentation. I believe that my audit provide a reasonable basis for my opinion.

3. As required by the companies (Auditor's repots) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956. enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 the said order.

4. Further to my comments in the annexure referred to in paragraph (3) above, report that:-

(a) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

(b) In my opinion, the company as required by law has kept proper books of accounts so far as it appears from my examinations of those books.

(c) The balance sheet and the profit and loss account dealt with by this repots are in agreement with the books of accounts.

(d) In my opinion, the balance sheet and the profit and loss accounts dealt with by this reports comply with the accounting standards referred to in sub section (3C) of section 211 of the companies Act, 1956.

(e) On the basis of written representation received from the directors, as on 31 March, 2011 and taken on record by the Board of Directors, I reports that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-sections (1) of section 274 of the Companies Act, 1956.

(f) In my opinion and to the best of my information and according to the explanation given to me, they said accounts read together with NOTES thereon, give the information required by Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011 and

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

Referred to paragraph 3 of my report of even date

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

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. As explained to us, no material discrepancies were noticed on such verification.

2 The stock in trade i.e. stock of shares etc has been physically verified by the management at reasonable Intervals during the year.

3. In my opinion, the procedures of physical verification of such stock in Trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

4. I have been given to understand by the management that no discrepancies were noticed on physical verification of such stocks as compared to book records.

5. In my opinion the valuation of such Stock-In-Trade is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

6 (a) The company had not given loan to a company firm or other parties covered in the register maintained under section 301 of the companies Act, 1956. The company had not taken loan from directors covered in the register maintained under section 301 of the :companies Act, 1956.

(b) In my opinion, the rate of interest and other terms and conditions on which loans have been taken/granted whenever applicable from the companies, firms or other parties listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, whenever interested. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

7. Having regard to the nature of the company's business and based on my scrutiny 01 new company's records and the information and explanations received by us, report that the company's activities are purchase of inventories. In my opinion and according to the information and explanation received by us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. During the course of my audit, have not observed any continuing failure to correct major weaknesses in internal controls with regard to purchase of fixed assets.

8. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, In my opinion that the transactions that need . to be entered into the register maintained under section 301 have been so entered.

(b) In my opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakh Rupees in respect of any party during the year have made at prices which are reasonable having regard to prevailing market prices at the relevant time.

9. Based on my scrutiny of the company's records and according to the information and explanations provided by the management, in my opinion, the company has not accepted any loans or deposits which are 'deposits' within the meaning of Rule 2 (b) of the , Companies (Acceptance of Deposits) Rule, 1975.

10. In my opinion and according to the information and explanation given to us the company does not have an internal audit system commensurate with the size and nature of its business.

11 According to the information and explanations provided by the management, the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provisions of section 209 (1) (d) do not apply to the company. Hence, in my opinion, no comment on maintenance of cost records under section 209 (1) (d) is required.

12 (a) According to the records of the company, the company is regular in depositing undisputed statutory dues of Income Tax and cess with the appropriate authorities. The company is not governed by the provision of other statutory acts like ESI, PF, sales tax, ect.

(b)According to the information and explanations given, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty and excise duty were outstanding, as at 31st March 2010 for a period of more than six months from the date they became payable. (c) According to the records of the company, there are no dues of sales tax, income tax and cess which have not been deposited on account of any dispute.

13. Since the company does not have accumulated losses as on 31st March 2011, no comment under this clause is required.

14 According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March 2010. Hence, in my opinion, the question of reporting on defaults in repayment of

dues to financial institutions or banks or debentures does not arise. 15. Based on my examination of documents and records in my opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

16. Since the company is neither a chit fund nor a mutual benefit society / nidhi, hence the requirements of this clause do not apply to the company,

17. On the basis of my examination of the company's records, in my opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debentures and other investment and timely entries have been made in these records. The shares, securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

18. According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by other from bank or financial institutions.

19. According to the records of the company and information and explanations given to us, the company has not taken any terms loans and, therefore, reporting whether the loans were applied for the purpose for which they were obtained, is not required.

20. According to the records of the company and information and explanations given to us, the company has not raised funds on short-term or long-term basis and, therefore, reporting on their utilization, is not required.

21 According to the records of the company and the information and explanations 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.

22. According to the records of the company and the information and explanations given to the company has not issued any debenture.

23 Based upon the audit procedures performed and information and explanation given by the management, I report that no fraud on or by the company has been noticed or reported during the course of my audit.

ANIL KUMAR

CHARTERED ACCOUNTANT

M. NO. 86223

Place: New Delhi

Date : 26.05.2011