Auditor Report of Thakral Services (India) Ltd.

Mar 31, 2024

To the members of Thakral Services (India) limited

Report on the Audit of Financial Statements

Qualified Opinion:

1. We have audited the accompanying Financial Statements of M/s. Thakral Services (India) Limited (“the Company”), which comprises the Balance Sheet as at March 31, 2024, the statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the statement of Cash Flow for the year ended, March 31, 2024, and the Notes to the financial statements, including a summary of the Material accounting policies and other explanatory information (hereinafter referred as “financial statements”).

2. In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements for the year ended March 31, 2024 give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting 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 and its loss (including other comprehensive income), its cash flows and the changes in equity for the year then ended on that date.

Basis for Qualified Opinion:

3. The company has Trade Receivables from the Customers amounting to Rs. 385.76 Lakhs for which Company has neither obtained balance confirmations nor statement of account from its customers to reconcile the receivables and no provision has been made for the same in the books of account by using Expected Credit Loss (“ECL”) as per the requirements of Ind AS 109 ‘Financial Instruments’. We are unable to comment on the adjustments as on March 31, 2024.

4. The Company has been served with a recovery order from EPFO amounting to Rs, 60.36 Lakhs against which company has obtained an Interim Stay from the High Court of Karnataka by depositing Rs. 10.00 Lakhs in October 2023. However, the company has not made any disclosures of recovery order from EPFO in the Financial Statements.

Pending management evaluation of legal positions and possible cash outflow, we are unable to comment on the adjustment if any required and its consequential impact on the Financial Results.

5. The Company has obtained interest free loans and have an outstanding amount of Rs. 781.93 lakhs as on March 31, 2024. As per Ind AS 109 ‘Financial Instruments’, the Company has to recognize interest free loan at amortised cost by discounting the interest free loan and amortize the interest expense over the loan period by applying the effective interest rate. However, the Company has not been accounted any Ind AS adjustment as per Ind AS 109 in the financial statements. Accordingly, we are unable to comment on the same.

6. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the 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 (‘the 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

7. We draw attention to note 42 of the financial statements, that the Company has accumulated losses of Rs. 1242.44 Lakhs as on March 31, 2024, and its net worth has been fully eroded which indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern.

The Company’s current business operations has been transferred to Thakral Innovations Private Limited effective from 1^st October 2023, however, the management is of the view that with the future new business prospects, the operations of the Company will improve. Further, the management has obtained support letters from the shareholders and the lenders to support the operations and meet the liabilities of the Company as and when needed. Accordingly, management has prepared the financial statements on going concern.

Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and the Auditor’s Report thereon:

8. The Company’s Board of Directors is responsible for the other Information. The other information comprises the information included in the Annual Report but does not include the financial statement and our auditor’s report thereon. The Annual report is expected to be made available to us after the date 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 Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matters to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements:

9. The accompanying financial statements have been approved by the Company’s Board of Directors .The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. 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 judgements 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 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.

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

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

Auditor’s Responsibility for the Audit of the Financial Statements:

12. 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.

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

i. Identify and assess the risk of material misstatements 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 from one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of the internal control.

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

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

iv. Conclude on the appropriateness of the 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 a significant doubt on the company’s ability to continue as 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.

v. 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.

14. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and quantitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

15. 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.

16. 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.

17. 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:

18. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) if the Act, as amended:

In our opinion and to the best of information and according to the explanations given to us, the remuneration paid by the Company to its directors/ managers during the current year is in accordance with the provisions of Section 197 read with schedule V of the Act.

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

20. 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) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, 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 (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

d) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, the aforesaid financial statements comply with Ind AS specified under Section 133 of the Act;

e) The matters specified in the Basis for the Qualified Opinion section, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on March 31, 2024 taken on record by the Board of directors, none of the directors are disqualified as on March 31, 2024 from being appointed as directors in terms of Section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are stated in the Basis for Qualified Opinion paragraph section;

h) With respect to the Adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, we refer our separate report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and the operating effectiveness of the company’s internal financial controls with reference to financial statements.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 financial statements - (Refer Note No. 36 to the 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 required to be transferred to the Investor Education and Protection Fund by the Company.

iv.

a. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries; and

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the Financial Statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our attention that causes us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended March 31,2024.

vi. The Books of account of the Company are being maintained using an accounting software that has audit

trial feature (edit log). Based on our examination which includes test checks, the audit trail feature has operated throughout the year with respect to all the transactions that are recorded using the software. However, we are unable to comment on the accuracy of the date and time of the entries in the log, as the system date and time can be altered.

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

For K.S. Rao & Co.,

Chartered Accountants

ICAI Firm registration no: 003109S

Hitesh Kumar P

Partner

Place: Bengaluru Membership number: 233734

Date: May 30, 2024 UDIN: 24233734BKDGLQ9593

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Mar 31, 2015

We have audited the accompanying financial statements of Thakral Services (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, of its Loss and its 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, 2015 ("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 I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

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

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 required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure I to Independent Auditors' Report

(i) In respect of the Company's Fixed Assets:

(a) As per the information and explanation provided to us, the Company has maintained proper records showing full Particulars including quantitative details and location of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and the discrepancies identified on such verification have been properly dealt with in the books of accounts.

(ii) In respect of the Company's inventories:

(a) The Management has conducted physical verification of inventory at reasonable intervals during the year;

(b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification;

(iii) (a) The Company has not granted any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under Section 189 of the Act. Accordingly, clauses (iii) (a) & (iii) (b) of paragraph 3 of Order are not applicable to the company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, during the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under of sub section (1), of Section 148 of the Act, for the company.

(vii) In respect of Company's statutory dues

(a) According to the information and explanations given to us and according to the records as produced and examined by us, there were delays in few cases in depositing with appropriate authorities the undisputed statutory dues including Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. In case of Income tax, there is a delay for more than six months as at March 31, 2015 from the date they become payable amounting to Rs. 1,821,898.

(b) According to the information and explanations given to us, no undisputed dues in respect of provident fund, Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable,

(c) According to the records of the company, details of dues of Income-tax, Sales tax, Wealth tax, Service Tax, Custom duty, Excise duty, Value Added Tax and Cess on account of any dispute, which have not been deposited as on March 31, 2015 are as follows:

Statue Nature of Dues Forum where Dispute is pending

Income Tax Long Term capital Commissioner of Act, 1961 loss Income Tax Appeals (III)

Income Tax Warranty of Commissioner of Act, 1961 provision, Income Tax Reimbursement Appeals (III) expenses etc.

Statue period to which Amount involved the amount relates (in Rs.)

Income Tax Act, 1961 AY 2009-10 1,15,75,506/-

Income Tax Act, 1961 AY 2009-10 2,64,528/-

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

(viii) The Company's does not have accumulated losses at the end of the financial year. However, it has incurred cash losses in the current financial year, but not in the immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or banks. The Company did not have any outstanding dues in respect of debenture holders during the year;

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

(xi) Based on the information and explanations given to us by the Management, term loans were applied for the purpose for which the loans were obtained;

(xii) Based on our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of fraud on or by the Company, has been noticed or reported during course of our audit, nor we have been informed of any such case by the Management.

For Brahmayya & Co., Chartered Accountants ICAI Firm Registration No.000515S

G. Srinivas Place: Bengaluru Partner Date: May 29th, 2015 Membership No.086761

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Mar 31, 2014

1.We have audited the accompanying financial statements of THAKRAL SERVICES (INDIA) LIMITED (''The Company''), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 8/2014 dated April 04, 2014, issued by 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.

Auditors'' Responsibility

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

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

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

Opinion:

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of the 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 Balance Sheet, Statement of the Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs; and

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 to Independent Auditors'' Report

Referred to paragraph 7 of our report of even date to the Members of Thakral Services (India) Limited (''the Company") for the year ended 31 March, 2014

i) In respect of the Company''s Fixed Assets:

a) As per the information and explanation provided to us the Company has maintained proper records showing full particulars, including quantitative details and location of fixed assets.

b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

c) During the year, in our opinion, the Company has not disposed off any major part of fixed assets and there by does not affect the going concern status of the Company.

ii) In respect of the Companies inventories:

a) The Inventory has been physically verified by the management in our opinion frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the records of inventory we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books of records were not material and have been properly dealt with in the books of accounts.

iii)

a) The Company has not given any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under section 301 of the Act. Accordingly, clauses (iii) (b) to (iii) (d) of paragraph 4 order are not applicable to the Company for the year.

b) The Company has taken loans, from companies, firms or other parties listed in the Register maintained under section 301 of the Act. Details are as follows:

Break up of Unsecured Loans from Associates

Opening Balance Maximum Name of the Party (Rs.) Outstanding during the year(Rs.)

Thakral One Solutions Private Limited 10,150,049 22,402,519

Thakral Computers Pvt. Ltd. - 9,626,644

Raminder Singh - 2,300,931

Westminster Developments Pvt Ltd 4,813,192 4,813,192

Normandy Developments Pvt Ltd 5,954,749 5,954,749

Glade Trading Co.Pvt Ltd 1,287,818 1,287,818

Minnow Trading Co. Pvt Ltd 555,308 555,308

Inderbethal Singh Thakral 3,630,000 3,630,000

Total 26,391,116

Name of the Party Closing Balance (Rs.)

Thakral One Solutions Private Limited 19,165,910

Thakral Computers Pvt. Ltd. 9,626,644

Raminder Singh 2,300,931

Westminster Developments Pvt Ltd 4,813,192

Normandy Developments Pvt Ltd 5,473,199

Glade Trading Co.Pvt Ltd 1,287,818

Minnow Trading Co. Pvt Ltd 555,308

Inderbethal Singh Thakral 3,630,000

Total 46,853,002

iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regards to purchase of inventory, fixed assets and with regard to the sale of goods. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

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

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

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act and the rules framed there under.

vii) In our opinion, the company has an Internal Audit System commensurate with the size of the Company and nature of its business.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of Cost Records under clause (d) of sub-section (1) of section 209 of the Act, for the services rendered by the Company.

ix) In respect of the Companies Statutory dues

(a) According to the information and explanations given to us and according to the records as produced and examined by us, in our opinion, the Company is regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding statutory dues as at March 31, 2014 for a period of more than six months from the date they became payable. Further, there have been delays of few days in case remittance of the statutory dues of Employee Provident Fund, Employee State Insurance, Professional Tax, Service Tax, Tax deducted at source and Sales Tax.

(b) According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty and Cess which have not been deposited on account of dispute except the following:

Period to which the Nature of the Nature of the dues Amount in (Rs.) amount relates Statue

Income tax Long Term Capital 1,15,75,506/- * AY 2009-10 Act, 1961 Loss

Income tax Warranty Provision 2,64,528/- * AY 2009-10 Act, 1961 Reimbursement of Expenses etc.,

Nature of the Statute Forum where dispute is pending

Income tax Act, 1961 Commissioner of Income Tax – Appeals (III)

Income tax Act, 1961 Commissioner of Income Tax – Appeals (III)

* The assessing officer has reduced the loss of respective assessment year from the returned loss of the Company. The amount represents the tax impact of loss reduced by assessing officer.

x) The Company does not have accumulated losses as at March 31, 2014 and has not incurred any cash losses during the financial year covered by our Audit or in the immediately preceding financial year.

xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that Company has not defaulted in repayment of dues to the Financial Institutions and banks. The Company has not issued any Debentures.

xii) Based on our examination of documents and records, 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 / Nidhi / Mutual Benefit Fund / Society. Accordingly Clause

(xiii) of paragraph 4 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 Securities. Accordingly, clause

(xiv) of paragraph 4 of the Order is not applicable to the Company.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, paragraph 4 (xv) of the order is not applicable.

xvi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xvii) According on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii) The Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act. Accordingly, clause (xviii) of the paragraph 4 of the order is not applicable to the Company.

xix) The Company did not have any outstanding debentures during the year and accordingly, clause

(xix) of paragraph 4 of the Order is not applicable to the Company.

xx) The Company has not raised any money by Public Issues during the year and accordingly clause

(xx) of the paragraph 4 of the Order is not applicable.

xxi) Based on our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of the fraud on or by the Company, has been noticed or reported during course of our audit, nor we have been informed of any such case by the Management.

For Brahmayya & Co. Chartered Accountants ICAI Firm''s Registration No.:000515S

G. Srinivas Place: Bengaluru Partner Date : May 29,2014 Membership No.:086761

---

Mar 31, 2012

We have audited the attached Balance sheet of M/s. THAKRAL SERVICES (INDIA) LIMITED ('the Company') as at 31st March, 2012, Profit and Loss Account and the cash flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

1. We have 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 base, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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

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

iii) The Balance Sheet, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as at 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 section 274(1) (g) of the Act;

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

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

c) In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on die date.

The Annexure referred to in paragraph 3 of our report of even date to the members of Thakral Services (India) Limited ('the Company') for the year ended 31st March, 2012.

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

b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme portion of the fixed assets have been physically verified by the management during die year and no material discrepancies between the book records and the physical inventory have been noticed.

c) There was no substantial disposal of fixed assets during the year.

ii) a) The inventory has been physically verified by the management In our opinion, the frequency of verification is reasonable.

b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt within the books of accounts.

iii) (a) The Company has not granted any loans, secured or unsecured, to/from any company, firm or other parties listed in the Register maintained under section 301 of the Act. Accordingly, clauses (iii) (a), (iii) (b), (iii) (c) and (iii) (d) are not applicable for the year.

(b) The Company has taken interest free loans, from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Details are as follows:

Sl. Name Maximum Amount Closing balance No. Outstanding (Rs.) during the year (Rs.)

1 Thakral One Solutions Pvt. Ltd 1,32,96,904 81,17,554

2 Westminster Developments Pvt. Ltd 48,13,192 48,13,192

3 Normandy Developments Pvt. Ltd 59,54,749 59,54,749

4 Glade Trading Co. Pvt. Ltd 39,08,900 12,87,818

5 Minnow Trading Co. Pvt Ltd 5,55,308 5,55,308

6 Inderbethal Singh Thakral 36,30,000 36,30,000

Total 2,43,58,621

(c) The rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

(d) Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.. Further during the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the aforesaid internal control systems.

a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the companies Act 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public; as such the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, do not apply.

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

viii) The Central Government has not prescribed the maintenance of Cost Records under section 209(l)(d) of the Companies Act, 1956.

ix) (a) According to the information and explanations given to us and according to the records as produced and examined by us, in our opinion, the Company is generally regular, though there have been few delays in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding undisputed statutory dues as at 31st March, 2012 for a period of more than six months from the date they became payable.

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

x) The Company does not have accumulated losses as at 31st March, 2012, after giving the effect of the Order of the Honourable High court of Karnataka with respect to Capital Reduction application of the Company as referred in Note No. 31 of notes to financial statements and has not incurred any cash losses during the financial year covered by our Audit or in the immediately preceding financial year.

xi) Based on our audit procedures and as per the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institution or banks. The Company has not issued any Debentures.

xii) According to the information and explanations given to us and based on the documents and records produced 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. Accordingly, paragraph 4 (xii) of the Order is not applicable.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, paragraph 4(xiii) (a) to 4(xiii) (d) of the Order are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, paragraph 4(xiv) of the Order is not applicable.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, paragraph 4 (xv) of the Order is not applicable.

xvi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

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 no funds raised on short-term basis have been used for long-term investment

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in die Register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the order is not applicable.

xix) The Company did not have any outstanding debentures during the year. Accordingly, paragraph 4 (xix) of the Order is not applicable.

xx) The Company has not raised any money by public issues during the year. Accordingly, paragraph 4 (xx) of die Order is not applicable.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.



For Brahmayya & Co., Firm Registration No.:000515S Chartered Accountants

(G. SRINIVAS) Partner Membership No. 086761

Place: Bangalore Date :.29.05.2012

---

Mar 31, 2011

1. We have audited the attached Balance sheet of M/s. THAKRAL SERVICES (INDIA) LIMITED ('the Company') as at 31 st March, 2011, Profit and Loss Account and aiso the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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 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 the 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 and based on such checks as we considered appropriate and according to the information and explanations given to us, we state our comments on the matters specified in paragraphs 4 and 5 of the said order in the Annexure enclosed.

4. Further to our comments intheAnnexure referred to above, 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 aud it;

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 the books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms ofclause(g) of sub-section(l) of section 274 of the Companies Act 1956; and

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

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2011:

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

(iii) In the case of Cash Flow Statement, oftheCash Flow for the year ended on the date.

Annexure to Auditors' Report Referred to in 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 and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material-discrepancies were noticed on such verification.

(c) During the year, in our opinion, the Company has not disposed off any major part of fixed assets and there by does not affects the going concern status of the Company.

ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt within the books of accounts. ;

iii) (a) The Company has not given any loans, secured or unsecured, to any company, firm or other parties listed in the Register maintained under section 301 of the Act. Accordingly, clauses (iii) (b), (iii) (c)and(iii) (d) of paragraph 4 of the Order are not applicable for the year.

(e) The Company has taken interest free loans, from companies, firms or other parties listed in the Register maintained under section 301 ofthe Companies Act, 1956. Details are as follows:

SL Name Maximum Amount Balance as at No. Outstanding 31st March, 2010 during (Rs.) the year ° (Rs.)

1 Raffles Solutions Pvt.Ltd 2,13,36,323 1,16,83,682

2 Westminster Developments Pvt Ltd 8,13,192 48,13,192

3 Normandy Developments Pvt Ltd 9,59,411 59,54,749

4 Glade Trading Co.Pvt Ltd 39,08,900 39,08,900

5 Minnow Trading Co. Pvt ltd 6,07,722 5,55,308

6 Netizen Properties Pvt Ltd. 73,60,674 73,60,674

7 Thakral Computers Private 7,00,000 7,00,000 Limited

8 Inderbethal Singh Thakral 36,30,000 36,30,000

Total 3,86,06,505

(f) The rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

(g) Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the companies Act 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public; as such the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, do not apply.

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

viii) The central Government has not prescribed the maintenance of Cost Records under section 209(1) (d) of the Companies Act, 1956.

ix) (a) According to the information and explanations given to us and according to the records as produced and examined by us, in our opinion, the Company is generally regular, though there have been delays in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding undisputed statutory dues as at 31 st March, 2011 for a period of more than six months from the date they became payable.

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

(b According to the records of the Company and information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Dufy, Wealth Tax, Service Tax, Excise Duty /Cess which have not been deposited on account of dispute.

x) The Company has accumulated losses as at 31 st March, 2011, which are more than fifty percent of its net worth. However, the Company has not incurred any cash losses during the financial year covered by our Audit or in the immediately preceding financial year.

xi) Based on our audit procedures and According to the information and explanations given to us, we are of the opinion that Company has not defaulted in repayment of dues to the financial institutions/ banks. The Company has not issued any Debentures.

xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause (xii) of paragraph 4 of the Order is not applicable for the year.

xiii) The provisions of any special statute applicable to Chit Fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company. Accordingly, clause (xiii) of paragraph 4 of the Order is not applicable.

xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or a trader in Securities. Accordingly, clause (xiv) of paragraph 4 of the Order is not applicable.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, clause (xv) of paragraph 4 of the Order is not applicable for the year.

xvi) According to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xvii) Based on the information and explanations given to us and an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year and therefore paragraph 4 Clause (xviii) of the order is not applicable to the Company.

xix) The Company has not issued debentures during the year and therefore paragraph 4 (xix) of the Order is not applicable.

xx) The Company has not raised any money by public issues during the year and therefore paragraph 4 (xx) of the Order is not applicable.

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of the fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Brahmayya & Co., Firm Registration No.:000515S Chartered Accountants

G. Srinivas Partner Membership No.:086761

Place : Bangalore Date : 26th August, 2011

---

Mar 31, 2010

1. We have audited the attached Balance sheet of M/s. THAKRAL SERVICES (INDIA) LIMITED (the Company) as at 31 st March, 2010, Profit and Loss Account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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 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 the 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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956 and based on such checks as we considered appropriate and according to the information and explanations given to us, we state our comments on the matters specified in paragraphs 4 and 5 of the said order in the Annexure enclosed.

4. Further to our comments in the Annexure referred to above, 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 the books;

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors, as on 31 st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2010 from being appointed as a Director in terms of clause(g) of sub-section(1) of section 274 of the Companies Act 1956; and

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts

read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2010:

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

(iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended on the date.

Annexure to Auditors Report

Referred to in 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 and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification;

(c) During the year, in our opinion, the Company has not disposed off any major part of fixed assets and there by does not affects the going concern status of the Company.

ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt within the books of accounts.

iii) (a) The Company has not granted any loans secured or unsecured, to Companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under section 301 of the Companies Act, 1956, paragraphs (iii) (b), (c) and (d) of the Order, are not applicable.

(b) The Company has taken loans, from companies, firms or other parties listed in the .Register maintained under section 301 of the Companies Act, 1956. Details are as follows:



Maximum Amount Outstanding during Balance as at

SL. No.Name the year 31st March, 2010 (Rs.)

1 Raffles Solutions Pvt. Ltd 3,10,17,642 1,98,68,694

2. Westminster Developments Pvt Ltd 53,79,691 48,13,192

3. Normandy Developments Pvt Ltd 59,81,800 59,59,411

4. Glade Trading Co.Pvt Ltd 39,08,900 39,08,900

5. Minnow Trading Co. Pvt. Ltd. 6,14,046 6,07,722

6. Thakral Computers Pvt. Ltd. 1,46,18,076 NIL

Total 3,51,57,919

In our opinion the rate of interest and other terms and conditions of the loans are not, prima facie, prejudicial to the interest of the company.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the companies Act 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public; as such the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, do not apply.

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

viii) The Central Government has not prescribed the maintenance of Cost Records under section 209(1) (d) of the Companies Act, 1956.

ix) (a) According to the information and explanations given to us and according to the records as produced and examined by us, In our opinion, the Company is generally regular, though there have been slight delays in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding undisputed statutory dues as at 31* March, 2010 for a period of more than six months from the date they became payable.

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

(b) According to the records of the Company and information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax.Excise Duty/Cess which have not been deposited on account of dispute;

x) The Company has accumulated losses as at 31 st March, 2010, which are more than fifty percent of its net worth. The Company not incurred any cash losses during the financial year covered by our Audit or in the immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has no dues to Financial Institutions and the Company has not issued any Debentures.

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

xiii) The provisions of any special statute applicable to Chit Fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to explanations given to us, the Company is not a dealer or a trader in Securities. xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanations given to us, the Company has not obtained any term loans during the year. xvii) Based on the information and explanations given to us and an overall examination of the Balance Sheet of the Company, In our opinion, there are no funds raised on short term basis which have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year and therefore paragraph 4 Clause (xviii) of the order is not applicable to the Company.

xix) The Company has not issued debentures during the year and therefore paragraph 4 (xix) of the Order is not applicable.

xx) The Company has not raised any money by public issues during the year and therefore paragraph 4 (xx) of the Order is not applicable.

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of the fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Brahmayya & Co.,

Firm Registration No.:000515S Chartered Accountants

G. Srinivas (Partner) Membership No. 086761

Place : Bangalore Date : 27th August, 2010