Auditor Report of Triton Corp Ltd.

Mar 31, 2024

We have audited the accompanying standalone Financial Statements of TRITON CORP LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the Cash Flow Statement for the year ended
on that date, and notes to the financial statements, including a summary of significant 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 explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as on 31st March,
2024, its loss (including statement of other comprehensive income), its cash flows and the changes in equity for the year ended on
that date.

Basis for opinion

We conducted our audit 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 Statements section of Our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial
Statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

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

Information other than the financial statements and auditor''s report thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Board''s Report including Annexures to the Board''s Report but does not include the Financial
Statements and our auditors'' report thereon. Our opinion on the Financial Statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent with the financial statements, or our knowledge obtained in
the 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 have required to report that fact. we have nothing to report in this regard.

Management''s responsibility for the financial statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the
Act") with respect to the preparation and presentation 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 the 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 accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and is free from material misstatement, whether due to fraud or error.

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

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

Auditor''s responsibilities for the audit of the financial statements

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

As part of an audit in accordance with Standards on Auditing, 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 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.

• 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
have 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.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with
governance, we determine those matters that were of most significance in the audit of the Financial Statements for the financial
year ended March 31, 2024 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 requirement

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 "Annexure -A" a statement on the matters specified in paragraph 3 and 4
of the order, to the extent applicable.

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 & Loss 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, as amended from time to time;

e) On the basis of written representations received from the directors as on 31^st March, 2024, taken on record by the Board
of Directors, none of the directors is disqualified as on 31^st March, 2024, from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and operating
effectiveness of such controls. Refer to our separate report in " Annexure -B" to this report.

g) The Company being a private limited company, the other matters to be included in the Auditor''s Report in accordance
with the requirements of Section 197 (16) of the Act, as amended, in respect of whether the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of Section 197 of the Act is not applicable;
and

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

a) The Company did not have pending litigations which would impact its financial position.

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

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

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by
the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures we have 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) contain any
material mis-statement.

e) The company has not declared or paid any dividend during the year.

As per our report of even date

For A A A M & CO. LLP
CHARTERED ACCOUNTANTS
FRN: 08113C/C400292

Sd/-

( RAHUL GUPTA, FCA)

PARTNER
M. No. 419625

UDIN - 24419625BKAQUJ6841

DATE: 21.05.2024
PLACE: NOIDA

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Mar 31, 2015

We have audited the accompanying standalone financial statements of M/s Triton Corp Limited (Formerly Stencil Apparel Brands Limited), "The Company" which comprise the Balance Sheet as at 31 March 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 Standalone 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 standalone 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 standalone 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. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement

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 controls 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 standalone financial statements

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) In the case of the Statement of Profit and Loss, 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.

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

Basis for qualified opinion Attention is invited to the

a) Note no.4 & 5 regarding non–provision of impairment of assets taking into account the value of assets as at 31st March 2015. The amount has not been ascertained and disclosed. In view of the management there is no impairment of assets, hence provision is not required.

b) Note no.8 regarding pending confirmation / reconciliation of balances with parties and consequential adjustments, if any.

c) A sum of Rs48,22,69,512/- pertaining to the bad debts has been written off till date in respect of export sales and advance to suppliers. However, the necessary approval from Reserve Bank of India for such write off and extension of period for recovery of balance dues over one year amounting to Rs.31,78,81,503/ - is yet to be obtained. In the absence of full details and approvals, we have accepted the management representation regarding the quantum of write off and provision in respect of sundry debtors as adequate. (Refer Note No.-15)

d) Note no. 11 regarding non–provision of the diminution in the value of long term investments and the quantum has not been ascertained.

e) Note No.12 regarding the basic assumption about going concern. BPO / Call centre operations remained suspended from third quarter of financial year 2008-09. However, these accounts have been drawn on the concept of going concern.

f) Note no. 13 non provision of interest payable on outstanding secured loan balances with lenders as the loan accounts have become non performing and are subject to recovery proceedings.

Subject to (a) to (f) above and where the quantum has not been ascertained, had the above items been provided, the loss for the year, would have been higher to that extent, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the accounting policies and the other 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.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- a) In the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2015;

b) In the case of Statement of Profit and Loss, of the Loss 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 that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order

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

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

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

(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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

(e) on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section164(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

a) the Company does not have any pending litigations except with the banks which would impact its standalone financial position

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

c) Company has not transferred unclaimed share application money of Rs 348323 to investor Education and Protection Fund in accordance with provisions of Companies Act,1956

Annexure referred to in paragraph [1] of the Our Report on other legal & regulatory requirements on the even date:

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

(b) According to the information and explanation given to us, the fixed assets of the company have been physically verified by the management at reasonable intervals in a phased manner so as to cover each asset at least once in three years, which in our opinion is reasonable having regard to size of the company and the nature of its assets. As informed to us no material discrepancy between the book records and the physical fixed assets have been noticed on such verification.

(ii) The Company does not have any tangible inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has granted loan to subsidiary prior to financial year 2014 but during the year no loan fresh loan was granted, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

a) No terms have been stipulated for repayment of principal and interest from such loans to company grated prior to 1.04.2014

b) Since no terms for repayment have been stipulated for repayment there are no over dues of such loans to company grated prior to 1.4.2014

(iv) In our opinion, there is an 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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) . Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Act.

(vii) (a) The Company has not regularly deposited undisputed statutory dues like Provident Fund and Employees State Insurance dues. According to the information and explanation given to us by the management, there are no undisputed amount payable in respect of Income-Tax as per return filed, Wealth-Tax, Value added Tax, Cess or ay other Statutory Dues. TDS (Income Tax ) dues Rs 2,17,588/ - were outstanding as on 31st March 2015 for a period more than six months from the date they became payable and Rs. 3,18,714/- towards Income Tax Demand for the assessment year 2006-07 & Rs. 2,11,000/- being FBT pertaining to financial year 2008-09.

b) According to the information and explanations given to us, there are no disputed demand amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 31st March 2012 for a period of more than six months from the date they become payable except for income tax Rs. 350800/- for AY 2008-09 & Rs. 14675661/- for AY 2007- 08. The Company has been granted relief by the Commissioner of Income Tax Appeal. ( Refer Note 18).

(c) Company has not transferred unclaimed share application money of Rs 348323 to investor Education and Protection Fund in accordance with provisions of Companies Act,1956

(viii) In our opinion, the Company has been registered more than five year and the accumulated losses exceed the fifty percent of the net worth of the company. The Company has incurred cash loss during the financial year covered by our audit and has also incurred cash loss in the immediately preceding financial year

(ix) The Company has defaulted in repayment of the dues of the bank and Other Financial Institutions since the year 2010 and amount of default is Rs. 35.20 crores as per books of the company.

(x) In our opinion, the terms and conditions on which the company has not given guarantees for loans taken by others from banks or financial institutions.

(xi) The term loans were applied for the purpose for which the loans were obtained;

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit

For KPMR & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 002504N

Sd/-

( DEEPAK JAIN )

PARTNER

M. No: 090854

PLACE: NEW DELHI

DATE : May 30, 2015

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Mar 31, 2014

We have audited the accompanying financial statement of TRITON CORP LIMITED (Formerly Stencil Apparel Brands Limited) ("the Company"), which comprises the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the 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") 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 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 the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

a) Note no.4 & 5 regarding non-provision of impairment of assets taking into account the value of assets as at 31s> March 2014. The amount has not been ascertained and disclosed- In view of the management there is no impairment of assets, hence provision is not required.

b) Note no 8 regarding pending confirmation / reconciliation of balances with parties and consequential adjustments, if any.

c) A sum of Rs42,27,55,174/- pertaining to the bad debts has been written off till date in respect of export safes and advance to suppliers. However, the necessary approval from Reserve Bank of India for such write off and extension of period for recovery of balance dues over one year amounting to Rs.31,78,81,503/- is yet to be obtained. In the absence of full details and approvals, we have accepted the management representation regarding the quantum of write off and provision in respect of sundry debtors as adequate. (Refer Note No.-15)

d) Note no. 11 regarding non-provision of the diminution in the value of long term investments and the quantum has not been ascertained.

e) Note No.12 regarding the basic assumption about going concern. BPO / Call centre operations remained suspended from third quarter of financial year 2008-09. However, these accounts have been drawn on the concept of going concern.

f) Note no. 13 non provision of interest payable on outstanding secured loan balances with lenders as the loan accounts have become non performing and are subject to recovery proceedings.

Subject to (a) to (f) above and where the quantum has not been ascertained, had the above items been provided, the loss for the year, would have been higher to that extent, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the accounting policies and the other 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.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements 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:-

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 Statement of Profit and Loss, of the Loss 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 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 Companies Act 1956 (the Act), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

c) The Balance Sheet, Statement of Profit & 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 & Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; &

e) On the basis of the 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;

1. (a) The Company is generally maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) According to the information and explanation given to us, the fixed assets of the company have been physically verified by the management at reasonable intervals In a phased manner so as to cover each asset at least once in three years, which in our opinion is reasonable having regard to size of the company and the nature of its assets. As informed to us no material discrepancy between the book records and the physical fixed assets have been noticed on such verification.

(c) Part of fixed assets have been disposed off during the year to settle the bank dues. The B.P.O. / call centre operation remained suspended since third quarter of financial year 2008-09. Possession of the other building has been taken over by the bank. The company is not functioning after the aforesaid events. (Refer Note No.-12 & 13)

2. There are no stocks or inventories.

3.a. The company has not granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act, except to its subsidiary company having outstanding balance of Rs.813.32 Lac (Maximum amount involved during the year was Rs. 825.72 Lac).

b According to the information and explanations given to us, the terms and conditions of loans given, secured and unsecured are not prima-facie prejudicial to the interest of the company. No interest was charged on unsecured loan given to subsidiary company.

c. No terms for repayment has been stipulated in respect of the subsidiary company.

d The Company has not taken any loans, secured or unsecured, from companies, or other parties covered in the register maintained under Section 301 of the Act.

e The rate of interest and other terms and conditions of loans taken by the company, secured and unsecured, are prima facie not prejudicial the interest of company; and

f. The company has become irregular in repayment of principal and interest on secured loans & the loans have become non- performing.(Refer Note 13 )

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business with regard to purchase of stores, fixed Assets and other assets and with regard to sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

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

b) According to the information and explanations given to us, the transactions of sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act,1956, and aggregating during the year to Rs. 5,00,000 or more in respect of each party, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services or prices at which such transactions for similar goods or services have been made with other parties.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the provisions of section 58-A and 58-AA of Companies Act, 1956 and the rules framed thereunder including the directions issued by the Reserve Bank of India attract.

7. In our opinion, the company does not have formal internal audit system and needs further strengthen to commensurate with the size and nature of the business.

8 As explained to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

9. a) The Company has not regularly deposited undisputed statutory dues like Provident Fund and Employees State Insurance dues. According to the information and explanation given to us by the management, there are no undisputed amount payable in respect of Income-Tax as per return filed, Wealth-Tax, Sales-Tax, Custom-Duty and Excise-Duty. PFdues Rs 3,11,730/-& TDS (Income Tax jdues Rs 1,90,058/-were outstanding as on 31st March 2013 for a period more than six months from the date they became payable and Rs. 3,18,714/- towards Income Tax Demand for the assessment year 2006-07 & Rs. 2,11,000/- being FBT pertaining to financial year 2008-09.

b) According to the information and explanations given to us, there are no disputed demand amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 315" March 2012 for a period of more than six months from the date they become payable except for income tax Rs. 350800/- for AY 2008-09 & Rs. 14675661/- for AY 2007-08.

10. The Company is registered for a period for more than five years. There are accumulated losses, at the end of financial year, as per the Profit & Loss Account. The Company has incurred net loss during the year In the preceding year also the Company has incurred net loss.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks during the year. The credit facilities availed from Karnataka Bank Ltd. and Bank of India have been classified as NPA during the year.

12. 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.

13. The provisions of any special statute as specified under clause (xiii) of the order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us, the term loans have been utilized for the purpose of which it has been obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, no short-term loans have been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered under the Register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures during the year,

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

21. 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 explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year.

For KPMR & ASSOCIATES CHARTERED ACCOUNTANTS FRN:002504N

Sd/- ( DEEPAK JAIN) PARTNER M. No: 090854

PLACE: NEW DELHI DATE: May 30, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statement of TRITON CORP LIMITED (Formerly Stencil Apparel Brands Limited) ("the Company "), which comprises the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the 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") 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 Chartffed 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 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 tie financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Basis for qualified opinion

Attention is invited to the

a) Note no.4 & 5 regarding non—provision of impairment of assets taking into account the value of assets as at 31s'' March 2013. The amount has not been ascertained and disclosed. In view of the management there is no impairment of assets, hence provision is not required.

b) Note no. 8 regarding pending confirmation / reconciliation of balances with parties and consequential adjustments, if any.

c) A sum of Rs41.68,16,864/- pertaining to the bad debts has been written off till date in respect of export sales and advance to suppliers. However, the necessary approval from Reserve Bank of India for such write off and extension of period for recovery of balance dues over one year amounting to Rs. 27.03,93.622/- is yet to be obtained. In the absence of full details and approvals, we have accepted the management representation regarding the quantum of write off and provision in respect of sundry debtors as adequate. (Refer Note No.-15)

d) Note no. 11 regarding non—provision of the diminution in the value of long term investments and the quantum has not been ascertained.

e) Note No. 12 regarding the basic assumption about going concerh. BPO / Call centre operations remained suspended from third quarter of financial year 2008-09. However, these accounts have been drawn on the concept of going concern.

f) Note no. 13 non provision of interest payable on outstanding secured loan balances with lenders as the loan accounts have become non performing and are subject to recovery proceedings.

Subject to (a) to (f) above and where th e quantum has not been ascertained, had the above items been provided, the loss for the year, would have been higher to that extent, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the accounting policies and the other 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.

Qualified Opinion

In our opinion and to the best of our information and accordng to the explanations given to us, except for the effects of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give the information required by the Companies Act, 1956 in the manner so required are! 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 tl® Company as at March 31,2013;

b) In the case of Statement of Profit and Loss, of the Loss 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 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 Companies Act 1956 (the Act), we give in the Annexure a statement on the matters specified in paragraphs 4 arai 5 oi the Order.

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

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

b) In our coinion, 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 & Loss, and Cash Flow Statemes dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit & Loss, antd Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; &

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

1.(a) The Company is generally maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) According to the information and explanation gi ven to us, the fixed assets of the company have been physically verified by the management at reasonable intervals in a phased manner so as to cover each .

asset at least once in three years, which in our opinion is reasonable having regard to size of the company and the nature of its assets. As informed to us no material discrepancy between the book records and the physical fixed assets have been noticed on such verification.

(c) Part of fixed assets have been disposed off diring the year to settle the bank dues.The B.RO. / call centre operation remained suspended since third quarter of fnancial year 2008-09. Possession of the other building has been taken over by the bank.The company is not functioning after the aforesaid events.

(Refer Note No.-12 & 13)

2. There are no st ocks or inventories.

3.a. The company has not granted se cured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act, except to its subsidiary company having outstanding balance of Rs.818.32 Lac (Maximum amount involved during the year was Rs. 825.72 Lac) .

b. According to the information and explanations given to us, the terms and conditions of loans given, secured and unsecured are not prima-facie prejudicial to the interest of the company. No interest was charged on unsecured loan given to subsidiary company.

c. No terms for repayment has been stipulated in respect of the subsidiary company.

d. The Company has not taken any loans, secured or unsecured, from companies, or other parties covered in the register maintained under Section 301 of the Act.

e.The rate of interest and other terms and conditions of loans taken by the company, secured and unsecured, are prinna facie not prejudicial the interest of company; and

f.The company has become irregular in repayment of principal and interest on secured loans & the loans have become non- performing.(Refer Note 13 )

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business with regard to purchase of stores, fixed Assets and other assets and with regard to sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

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

b) According to the information and explanations given to us, the transactions of sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956, and aggregating during the year to Rs. 5,00,000 or more in respect of each party, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services or prices at which such transactions for similar goods or services have been made with other parties.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the provisions of section 58-A and 58-AA of Companies Act,

1956 and the rules framed thereunder including the directions issued by the Reserve Bank of India attract.

7. In our opinion, the company does not have formal internal audit system and needs further strengthen to commensurate with the size and nature of the business.

8. As explained to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

9. a) The Company has not regularly deposited undis puted statutory dues like Provident Fund and Employees State Insurance dues. According to the information and explanation given to us by the management, there are no undisputed amount payable in respect of Income-Tax as per return filed, Wealth-Tax, Sales-Tax, Custom-Duty and Excise-Duty. PF dues Rs 3,11,730/- & TDS (Income Tax ) dues Rs 1,90,058/- were outstanding as on 31s1 March 2013 for a period more than six months from the date they became payable and Rs. 3,18,714/- towards Income Tax Demand for the assessment year 2006-07 & Rs. 2,11,000/- being FBT pertaining to financial year 2008-09.

b) According to the information and explanations given to us, there are no disputed demand amount payable in respect of Income Tax, Weal th Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 31st March 2012 for a period of more than six months from the date '' they become payable except for income tax Rs. 350800/- for AY 2008-09 & Rs. 14675661/- for AY 2007-

OS.

10. The Company is registered for a period for more t han five years. There are accumulated losses, at the end of financial year, as per the Profit & Loss Account. The Company has incurred net loss during the year. In the preceding year also the Company has incurred net loss.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks during the year.The credi t facilities availed from Karnataka Bank Ltd. and Bank of India have been classified as NPA during the year.

12. 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.

13. The provisions of any special statute as specified under clause (xiii) of the order are not applicable to the Company.

14. in our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has net-given any guarantee for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us, the term loans have been utilized for the purpose of which it has been obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, no short-term loans have been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered under the Register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures during the year.

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

21. 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 explanations given to us, we have neither come aero ss any instances of material fraud on or by the Company, noticed or reported during the year.

For KPMR & ASSOCIATES ''

CHARTERED ACCOUNTANTS

FRN: 002504N



Sd/-

( DEEPAK JAIN )

PARTNER

M. No: 090854

LACE: NEW DELHI

DATE: May 30, 2013

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s Triton Corp Limited as on 31st March 2010 and also the Profit & Loss Account and 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.

We conducted our audit in accordance with 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 test basis, evidence supporting the amounts and disclosures in 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 the reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent as applicable.

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

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

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

iii. The Balance Sheet and Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of Account.

iv. In our opinion, the Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report read with notes 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 on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

We further report that :

vi. Attention is invited to the

a) Note no.4 & 5 regarding non–provision of impairment of assets taking into account the value of assets as at 31st March 2010. The amount has not been ascertained and disclosed. In view of the management there is no impairment of assets, hence provision is not required.

b) Note no.8 regarding pending confirmation / reconciliation of balances with parties and consequential adjustments, if any.

c) Note no. 11 regarding non–provision of the diminution in the value of long term investments and the quantum has not been ascertained.

d) Note No.12 regarding the basic assumption about going concern. BPO / Call centre operations remained suspended from third quarter of last financial year. However, these accounts have been drawn on the concept of going concern.

e) Note no.13 (a)& 13 (b) by which a sum of Rs.31,27,06,176/- pertaining to the period up to 31st March 2010 has been written off, as bad debts in respect of export sales. However, the necessary approval from Reserve Bank of India for such write off and extension of period for recovery of balance dues over one year amounting to Rs.34,93,57,174/- is yet to be obtained. In the absence of full details and approvals, we have accepted the management representation regarding the quantum of write off and provision in respect of sundry debtors as adequate.

f) Note no. 14(a) non provision of interest payable of Rs. 36,14,779/- on outstanding secured loan balances due to non confirmation of balances with lenders as the loan accounts have become non performing and are subject to recovery proceedings.

vii. Subject to para vi (a) to (f) above and where the quantum has not been ascertained, had the above items been provided, the loss for the year, would have been higher to that extent, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the accounting policies and the other 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.

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

b) in the case of Profit and Loss Account of the loss 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 REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE FOR THE YEAR ENDED 31ST MARCH,2010.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

1. (a) The Company is generally maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) According to the information and explanation given to us, the fixed assets of the company have been physically verified by the management at reasonable intervals in a phased manner so as to cover each ass et at least once in three years, which in our opinion is reasonable having regard to size of the company and the nature of its assets. As informed to us no material discrepancy between the book records and the physical fixed assets have been noticed on such verification.

(c) In our opinion no substantial part of fixed a ssets have been disposed off during the year.

2. There are no stocks or inventories.

3. a. The company has not granted secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act, except to its subsidiary com pany having outstanding balance of Rs.851.65 Lac (Maximum amount involved during the year was Rs. 999.58 Lac) .

b. According to the information and explanations given to us, the terms and conditions of loans given, secured and unsecured are not prim- a facie prejudicial to the interest of the company . No interest was charge d on unsecured loan given to subsidiary company.

c. No terms for repayment has been stipulated in respect of the subsidiary company.

d. The Company has not taken any loans, secured or unsecured, from companies, or other parties covered in the register maintained under Section 301 of the Act

e. The rate of interest and other terms and conditions of loans taken by the company, secured and unsecured, are prima facie not prejudicial the interest of company; and f. The company has become irregular in repayment of principal and interest on secured loans & the loans have become non- performing.(Refer Note 14(a) )

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedure s commensurate with size of the company and the nature of its business with regard to purchase of stores, fixed Assets and other assets and with regard to sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

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

b) According to the information and explanations given to us, the transactions of sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act,1956, and aggregating during the year to Rs. 5,00,000 or more in respect of each party, have been made at prices which are reasonable having regard to the preva iling market prices for such goods, materials or services or prices at which such transactions for similar goods or services have been made with other parties.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year to which the provisions of section 58-A and 58-AA of Companies Act, 1956 and the rules framed thereunder including the directions issued by the Reserve Bank of India attract.

7. In our opinion, the company does not have formal internal audit system and needs further strengthen to commensurate with the size and nature of the business.

8. As explained to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956.

9 a) The Company has been generally regular except in few cases in depositing undisputed statutory dues like Provident Fund and Employees State Ins urance dues. According to the information and explanation given to us by the management, there are no undisputed amount payable in respect of Income -Tax as per return filed , Wealth- Tax, Sales -Tax, Custom -Duty and Excise -Duty, Service Tax were outstanding as on 31 st March 2010 for a period more than six months fr om the date they became payable except Rs. 3,18,714/- towards Income Tax Demand for the assessment year 2006 -07 & Rs. 2,11,000/- being FBT pertaining to financial year 2008-09.

b) According to the information and explanations given to us, there is no disputed demand amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 31st March 2010 for a period of more than six months from the date they become payable

10. The Company is registered for a period for more than five years. There are accumulated losses, at the end of financial year, as per the Profit & Loss Account. The Company has incurred cash losses during the year. In the preceding year also the Company has incurred net loss.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks during the year. The credit facilities availed from Karnataka Bank Ltd. and Bank of India havebeen classified as NPA during the year.

12. 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.

13. The provisions of any special statute as specified under clause (xiii) of the order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us, the term loans have been utilized for the purpose of which it has been obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company , no short -term loans have be en used for long -term investment.

18. According to the information and explanations given to u s, the Company has not made any preferential allotment of shares to parties and companies covered under the Register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures during the year.

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

21. During the course of our examination of the books and records of the comp any, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year.

For KPMR & ASSOCIATES Chartered Accountants

Date : 13th August, 2010 (DEEPAK JAIN)

Partner

(M.No.090854)

FRN No-002504N