Auditor Report of Syschem (India) Ltd.

Mar 31, 2025

We have audited the standalone financial statements of SYSCHEM (INDIA) LIMITED ("the
Company") which comprise the balance sheet as at 31st March 2025, the statement of profit
and loss including other comprehensive income, statement of changes in equity and statement
of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policies and other explanatory information (hereinafter referred
to as “the financial statements”).

In our opinion and to the best of our information and according to the explanation given to us,
the aforesaid financial statements give the information required by the Companies Act 2013
("the Act") in the manner so required and give a true and faire view in conformity with the
accounting principles generally accepted in India including Indian Accounting Standards (Ind
AS) specified under section 133 of the Act, of the state of affairs (financial position) of the
company as at March 31, 2025, its profits (financial performance including other comprehensive
income), and its cash flows and the changes in equity, for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing (SAs) specified under
section 143(10) of the Companies Act 2013. Our responsibilities under those standards are
further described in the Auditor''s Responsibilities for the Audit of the financial statement 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 provision of the Companies Act, 2013
and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our unqualified opinion on the
financial statement.

Key Audit Matters

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

Information other than the financial statement and Auditor''s Report Thereon

The Company''s Board of Director is responsible for the preparation of the other information. The
other information comprise the information included in the Board''s Report including Annexures
to Board''s Report but does not include the financial statement and our auditor''s report thereon.

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

In connection with our report 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 financial statement 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 the fact. We have nothing to report in this
regard.

Responsibility of Management for Financial Statements

The company''s Board of Directors is responsible for the matter stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flow of the company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standard

(IndAS) specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provision of the Act for safeguarding of the
assets of the company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate implementation and maintenance of accounting policies; making
judgment 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 in responsible for assessing the company''s
ability to continue as a going concern, disclosing, as applicable, matter 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 Responsibilities for the Audit of the Financial Statements

Our objective are to obtain reasonable assurance about whether the financial statement 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. Misstatement 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)(l) 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.

Materiality is the magnitude of misstatement in the financial statement that individually or in
aggregate make it probable that the economic decision of a reasonably knowledgeable user of
the financial statement may be influenced. We consider quantitative materiality and qualitative
factor 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 financial statement.

Report on Other Legal and Regulatory Requirements

1. 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 accounts as required by law have been kept by the
company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, 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 31st
March, 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March 2025 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 control, refer to our separate report in
"Annexure A". Our report expresses an unmodified opinion on the adequacy and
operative effectiveness of the Company''s internal financial control over financial
reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirement of the section 197(16) of the Act, as amended;

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in
its Ind AS Financial Statements.

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

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

iv) (a) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) 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 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.

v) The Company has neither declared not paid any dividend during the year.

vi) Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered with and
the audit trail has been preserved by the Company as per the statutory requirements for
record retention.

2. 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 "B" a statement on the matters specified in paragraphs 3 and 4
of the order, to the extent applicable.

For S T A V & CO.
Chartered Accountants
(Firm Registration No. 024510C)

(CAVARINDER SINGH)

DATED : 08.05.2025 PARTNER

PLACE : CHANDIGARH M. No. 542573

UDIN : 25542573BMKQJN3318

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Mar 31, 2024

SYSCHEM (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of SYSCHEM (INDIA) LIMITED (''''the Company") which comprise the balance sheet as at 31st March 2024, the statement of profit and loss including other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements give the information required by the Companies Act 2013 ("the Act") in the manner so required and give a true and faire view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) specified under section 133 of the Act, of the state of affairs (financial position) of the company as at March 31,2024, its losses (financial performance including other comprehensive income), and its cash flows and the changes in equity, for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the financial statement 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 provision of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unqualified opinion on the financial statement.

Key Audit Matters

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

Information other than the financial statement and Auditor''s Report Thereon

The Company''s Board of Director is responsible for the preparation of the other information. The other information comprise the information included in the Board''s Report including Annexures to Board''s Report but does not include the financial statement and our auditor''s report thereon.

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

In connection with our report 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 financial statement 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 the fact. We have nothing to report in this regard.

Responsibility of Management for Financial Statements

The company''s Board of Directors is responsible for the matter stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flow of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standard

(IndAS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgment 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 in responsible for assessing the company''s ability to continue as a going concern, disclosing, as applicable, matter 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 Responsibilities for the Audit of the Financial Statements

Our objective are to obtain reasonable assurance about whether the financial statement 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. Misstatement 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.

Materiality is the magnitude of misstatement in the financial statement that individually or in aggregate make it probable that the economic decision of a reasonably knowledgeable user of the financial statement may be influenced. We consider quantitative materiality and qualitative factor 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 financial statement.

Report on Other Legal and Regulatory Requirements

1. 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 accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, 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 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2024 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 control, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operative effectiveness of the Company''s internal financial control over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirement of the section 197(16) of the Act, as amended;

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS Financial Statements.

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

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

iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 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.

v) The Company has neither declared not paid any dividend during the year.

vi) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

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

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

For S T A V & CO. Chartered Accountants (Firm Registration No. 024510C)

(CA VARINDER SINGH)

DATED : 06.05.2024 PARTNER

PLACE : CHANDIGARH M. No. 542573

UDIN : 24 542573 BKELE B6362

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 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

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 forouraudit 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure ''A'', 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 reportthat:

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.

ANNEXURE ''A'' TO THE INDEPENDENT AUDITOR''S REPORT

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date of Syschem (India) Limited and subject to notes on accounts]

(i) (a) In our opinion, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

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

(c) In our opinion and according to the explanations given to us, during the year the Company has not disposed off any substantial part of its fixed assets and hence the going concern of the Company is notaffected.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) As explained to us no material discrepancies have been noticed on physical verification. The balances of stock as established on physical verification as at the year end have been incorporated in the books of accounts. Consequently, the shortage/excess, if any, have been adjusted in consumption of material.

(iii) (a) In our opinion and according to explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such Clauses (iii)(b), iii(c) and iii(d) of the Order are not applicable to the Company.

(c) In our opinion and according to the explanations given to us, the Company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956

(d) The Company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and such Clauses (iii)(f)and (iii)(g) of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no majorweakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, there were transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 and these were property entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of contracts or arrangements which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of the Five Lac rupees in respect of any party have been made at prices which were reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the Company has accepted deposits from the public within the meaning of Sections 58A, 58AAor any other provisions of the Companies Act, 1956 the rules framed thereunder.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the Company, except TDS, Service Tax, Central Sales Tax and Provident Fund, the Company is regular in depositing with appropriate authorities, undisputed statutory dues applicable to it.

(b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Education Cess and Provident Fund which have not been deposited on account of any dispute except the following

for BANSAL VIJAY & ASSOCIATES CHARTERED ACCOUNTANTS (Firm Registration No. 014930N)

Date : 30.05.2014 (CA VIJ AY KUMAR) PLACE: CHANDIGARH PARTNER M. No.093412

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Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those statements 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 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 Section 227 (4A) of the Companies Act, 1956, we enclose in Annexure - A', a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 purposes of our audit.

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

(iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with in this report are in agreement with the books of accounts.

(iv) In our opinion,, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

(v) On the basis of written representations received from the Directors 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 Balance Sheet, Statement of Profit & Loss and Cash Flow Statement, read with the notes thereon, give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with 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 2012.

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

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

ANNEXURE 'A1 TO THE AUDITOR'S REPORT

[Referred to in paragraph 3 of our Report of even date on the Statement of Accounts of Syschem (India) Limited as at and for the year ended 31st March 2012.] Subject to notes on accounts we further report that:-

(i) (a) In our opinion, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

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

(c) In our opinion and according to the explanations given to us, during the year the Company has not disposed off any substantial part of its fixed assets and hence the going concern of the Company is not affected.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) As explained to us no material discrepancies have been noticed on physical verification. The balances of stock as established on physical verification as at the year end have been incorporated in the books of accounts. Consequently, the shortage/excess, if any, have been adjusted in consumption of material.

(iii) (a) In our opinion and according to explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained underSection 301 ofthe CompaniesAct, 1956.

(b) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 ofthe CompaniesAct, 1956 and as such Clauses (iii)(b), iii(c) and iii(d) ofthe Order are not applicable to the Company.

(c) In our opinion and according to the explanations given to us, the Company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained underSection 301 ofthe CompaniesAct, 1956.

(d) The Company has not taken any loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 ofthe CompaniesAct, 1956 and as such Clauses (iii)(f), and (iii)(g) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size ofthe Company and nature of its business for purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, there were transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 but these were not entered.

(b) In our opinion and according to the information and explanationsgiven to us, the transactions made in pursuance of contracts or arrangements which were required to be entered in the register maintained under Section 301 ofthe CompaniesAct, 1956 and exceeding the value ofthe Five Lac rupees in respect of any party during the year have been made having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other provisions of the CompaniesAct, 1956 the rules framed thereunder.

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

(viii) We were informed that the Central Government has not prescribed the maintenance of cost records in respect of any of the products of the Company. ¦

(ix) (a) According to the records of the Company, except TDS, the Company is regular in depositing with appropriate authorities, undisputed statutory dues applicable to it.

(B) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Education Cess and Provident Fund which have not been deposited on account of any dispute except the following

S. No. Name of the Statute Nature of Dues Amount Forum where dispute (In Lacs) is pending

1 Central Excise Act, 1944 Excise Duty 14.94 Central Excise Department

2 Central Excise Act, 1944 Service tax 4.55 CESTAT

(x) The Company has been registered for a period of more than five years and its accumulated losses at the end of the financial year are not more than 50% of its net worth. It has not incurred any cash losses in the financial year under review and also in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company was not in default in repayment dues to financial institutions or bank or debentureholders.

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

(xiii) In our opinion, the Company is neither a chit fund nor nidhi / mutual benefit fund / society and hence Clause (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause (xiv) of the Order is not applicable to the Company.

(xv) As informed to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

(xvii) As informed to us, the Company has not used funds raised on short term basis for long term investments.

(xviii) During the year, the Company has made preferential allotment of preference shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

(xx) The Company has not made any public issue during the year and therefore the question ot disclosing the end use of money does not arise.

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

for Bansal Vijay & Associates

Chartered Accountants

Place Chandigarh

Date 30.05. 2012 (VIJAY KUMAR)

PARTNER

M. No. 093412

FRN : 014930N