Auditor Report of Surya India Ltd.

Mar 31, 2024

We have audited the financial statements of Surya India Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and
Loss including the Statement of Other Comprehensive Income, the statement of Cash
Flows and the Statement of Changes in Equity 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, as amended ("the Act") in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2024, its loss including other
comprehensive income, its cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor''s Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our audit opinion on the 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 financial statements for the financial year ended 31 March
2024. These matters were addressed in the context of our audit of the financial
statements as a whole and in forming our opinion thereon and we do not provide a
separate opinion on these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the
Auditor''s responsibilities for the audit of the financial statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the basis for our audit
opinion on the accompanying financial statements.

Key Audit Matters	How our audit addressed the key audit matter
Related Parties Transactions (as described in Note No. 34 to the financial statements)
The Company has undertaken transactions with its related parties in the ordinary course of business at arm''s length. These include transactions in the nature of investments, loans, sales and purchases, etc. as disclosed in note 34 to the Ind AS financial statements. Considering the significance of transactions with related parties and regulatory compliances thereon, related party transactions and its disclosure as set out in respective notes to the financial statements has been identified as key audit matter.	Our procedures/ testing included the following: • Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions; • Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length; • Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents; • Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.

We have determined that there are no other key audit matters to communicate in our
report.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other
information comprises Board''s Report alongwith its annexures including Secretarial Audit
Report but does not include the financial statements and our auditor''s report thereon.
Such other information is expected to be made available to us after the date of this
auditor''s report.

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

When we read the report mentioned above, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with
governance. As the other information is not made available to us as at the date of this
auditor''s report, we have nothing to report in this regard.

Responsibility of Management for Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134
(5) of the Company''s Act ("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 accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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.

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

Auditor''s Responsibility for the Audit of 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

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

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

a. We have sought and obtained all the information and explanations, which
to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books
except for the matter stated in the paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rule , 2014.

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

d. the aforesaid financial statements comply with the Indian Accounting
Standards specified under section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended;

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. The Modifications related to the maintenance of accounts and other
matters connected therewith are as stated in Paragraph 2A(b) above on
reporting under Section 143(3) (b) of the Act and Paragraph 2B(f) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule,
2014.

g. With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial
reporting;

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

a. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements;

b. The Company has made provision, as required under the applicable law
or accounting standards, for material foreseeable losses, if any, on long¬
term contracts including derivative contracts;

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

d. (i) The Management has represented that, to the best of its
knowledge and belief, other than as disclosed in Note No 33 (iv) to the
accounts, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other source/s or kind of
funds) by the Company to or in any other persons or entities, including
foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the
Company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its
knowledge and belief, as disclosed in Note No 33 (v) to the accounts, no
funds have been received by the Company from any persons or entities,
including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the
Funding Parties or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been
considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) contain any material mis¬
statement.

e. The Company has not declared or paid dividend during the year.

f. The reporting under Rule 11 (g) of the Companies (Audit and Auditors)
Rule , 2014 is applicable from 1 April , 2023.

Base on our examination, the company has used accounting software for
maintaining its books of account, which have a feature of recording audit
trail (edit log) facility and same has not been operated throughout the
year.

(C) With respect to the matter to be included in the Auditors'' Report under

section 197(16) of the Act:

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

For P. R. Kumar & Co.

Chartered Accountants
Firm Reg. No.003186N

Date: 26^th May, 2024 (Deepak Srivastava)

Place: New Delhi Partner

M. No.: 501615

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Mar 31, 2014

We have audited the accompanying financial statements of Surya India Limited which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in term of the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs); 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 Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity'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.

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

Opinion

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

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

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

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

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.

Report on other Legal and Regulatory Requirements

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 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

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

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

ANNEXURE OF THE AUDITOR'S REPORT

(Referred to paragraph (1) of Report on other legal and Regulatory Requirements" section of our report of even date)

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to one company and one Society covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.14,40,34,948/- and the year end balance of such loan was Rs.11,90,26,250/-

(b) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions of the loans granted to the parties covered in the registered maintained under section 301 are not prima facie prejudicial to the interest of the company.

(c) The principal amounts are repayable on demand while interest is payable annually.

(d) There is no overdue amount of interest on loans granted to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(f) and (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time. As far as the income on account of :

Rent of premises, which was received by the company in which director/ director's relative is interested as shareholder;

The company has not given similar type of facilities to others. The management has informed us, that income so received, are reasonable, having regard to the market value of such facilities.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable,

(vii) In our opinion, the company has an internal audit system commensurate with the size of the company and the nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) Normally the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues as applicable to it.

Further, since the central government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in the position to comments upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2014 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xviii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

for P. R. KUMAR & CO. Chartered Accountants Firm Reg. No.: 003186N

(DEEPAK SRIVASTAVA) Partner M. No. 501615 Place: New Delhi Dated: 28.05.2014

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Mar 31, 2013

We have audited the accompanying financial statements of Surya India Limited which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management 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 accor dance with the Accounting Standards referred to in sub-section (3C) of section Nil 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 due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity With the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

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.

ANNEXURE OF THE AUDITOR S REPORT

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

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to one company and one Society covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 12,80,00,494/- and the year end balance of such loan was Rs. 7,66,02,415/-

(b) In our opinion rate of interest and other term and conditions on which loan have been granted to the company registered under section 301 as not prima facieses prejudicial to the interest of the companies.

(c) The companies have repaid the principal amount and interest as stipulated and condition of such loan.

(d) There is no overdue amount of interest and loan granted to the companies listed in the register maintained under section 301 of the Companies Act 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(e) to (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time. As far as the income on account of :

Rent of premises, which was received by the company in which director/ directors relative is interested as shareholder;

The company has not given similar type of facilities to others. The management has informed us, that income so received, are reasonable, having regard to the market value of such facilities.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with the size of the company and the nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax custom duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 20 ,3 for a period of more than six months from the date they became payable.

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2013 and has not incurred cash osses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xvjii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit,

for P. R. KUMAR & CO. Chartered Accountants Firm Reg/ No.: 003186N

(DEEPAK SRIVASTAVA) Partner M No. 501615 Place: New Delhi Dated :29th May, 2013

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Mar 31, 2012

1. We have audited the attached balance sheet of Surya India Limited, as at 31st March, 2012, the Statement of profit and loss account and also the cash flow statement for the year ended on the date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

ii) In our opinion, proper books of account, as required by Law have been kept by the company, so far as it appears from our examination of those books;

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

iv) In our opinion the balance sheet, statement of profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards as referred to sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

(ii) In the case of statement of Profit & Loss Account, the Profit for the year ended on that date; and

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

ANNEXURE OF THE AUDITOR'S REPORT

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

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of fixed assets during the year under report.

(ii) The company's nature of operations does not require it to hold inventories. Accordingly, clause 4(ii)(a), (b) & (c) of Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(iii) (a) The company has given loan to two companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,90,16,203/- and the year end balance of such loan was Rs. 6,88,14,633/-

(b) In our opinion rate of interest and other term and conditions on which loan have been granted to the company registered under section 301 as not prima facieses prejudicial to the interest of the companies.

(c) The companies have repaid the principal amount and interest as stipulated and condition of such loan.

(d) There is no overdue amount of interest and loan granted to the companies listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs (iii)(e) to (iii)(g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the finance, investment and other related activities carried out by the company and for the purchases and sale of fixed assets. Further, on the basis of our examination, and according to information and explanation given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the particulars of transaction referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, transactions made in pursuance to aforesaid contracts or arrangements and aggregating of Rs. 5,00,000/- or more in respect of any of its party made during the year, have been made at prices which are reasonable having regard to the prevailing market rate at the relevant time.

(vi) According to the information and explanation given to us, the Company has not accepted deposits from the public and consequently, directives issued by the Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable.

(vi) In our opinion, the company has an internal audit system commensurate with the size of the company and the nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues as applicable to it.

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

(c) According to the information explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess that have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March 2012 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank during the year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) All the shares and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly clause 4(xviii) of the order is not applicable to the company.

(xix) The company has not issued any Debentures. Accordingly, clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

for P. R. KUMAR & CO. Chartered Accountants Firm Reg/ No.: 003186N

(DEEPAK SRIVASTAVA) Partner M No. 501615

PLACE: NEW DELHI DATED:3rd September, 2012