Auditor Report of Tuni Textile Mills Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of Tuni Textile Mills Limited ("the Company"), which comprise
the Balance Sheet as at 31^s March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as "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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, its changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) as specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. 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.

Emphasis of Matters

We draw your attention to the following matters:

i. As stated in note 45 to the financial statements, the balances of Trade Receivables, Trade Payable and Advances given
etc. are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there
from, if any.

Our opinion is not modified in respect of these matters.

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 of the current period. 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 the matter described below the key audit matters to be communicated in our report

Key Audit Matters

How our Audit addressed the key Audit Matters

De-recognition of Lease Balances under Ind AS 116 During the year, the Company reassessed its lease arrangements and concluded that the provisions of Ind AS 116, Leases, are not applicable, as the contracts do not meet the definition of a lease. Accordingly, all related balances, including right-of-use assets and lease liabilities, were derecognized, with the net impact recognised in the Statement of Profit and Loss. This involved significant judgment and had a material impact on the financial statements. Appropriateness of revenue recognition on sale of goods.

Our audit procedures We reviewed the Company''s reassessment of lease arrangements, examined the relevant contracts, and evaluated the conclusion that Ind AS 116 was not applicable. We verified the de-recognition entries and assessed the related disclosures in the financial statements for adequacy and compliance with the applicable accounting standards. Our audit procedures relating to revenue recognition include the following: a. Understood and performed procedures to assess the

Refer Note 2.4 and Note 26 of the financial statements	design and test the operating effectiveness of relevant
The Company has revenue from sale of goods and sale	controls related to recording of revenue.
of services.	b. Assessed whether the policy of recognizing revenue was
Revenue from sale of goods is recognised under Ind AS	in line with Ind AS - 115.
115- ''Revenue from Contracts with Customers'' at a	c. Tested the reconciliation of the amounts as per the sales
point in time when the control has been transferred,	register to the general ledger.
which generally coincides with dispatch of products to customers in case of domestic sales and on the basis of bill of lading in the case of export sales.	d. Performed tests, on sample basis by validating the amounts recorded with the underlying documents which inter - alia includes invoices, dispatch documents,
Revenue from services is recognized by measuring	customer orders/ contracts, receipt of consideration from
progress towards satisfaction of performance	customers, where applicable.
obligation for the services rendered Revenue from services is recognized by measuring progress towards satisfaction of performance obligation for the services rendered	e. Performed cut off testing, on sample basis and ensured that the revenue from sale of goods is recognised in the appropriate period. Based on the above procedures performed, we did not identify any exceptions in revenue recognition on sale of goods.

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 Board''s Report, but does not include the
financial statements and our auditor''s report thereon.

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

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

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

Management''s Responsibilities and those charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance
(including other comprehensive income), changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards prescribed 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements:

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
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 insufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)^) 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 are required to draw attention in our auditor''s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

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

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of

Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

2. A. As required by Section 143(3) of the Act, based on our audit 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 Company has no branches hence, the provisions of section 143(3)^) is not applicable.

d) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in
equity and the standalone statement of cash flows dealt with by this Report agree with the books of account.;

e) In our opinion, the aforesaid Standalone Ind. AS financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with relevant Rule issued thereunder.

f) There are no observations or comments on financial transactions or matters which have any adverse effect on the
functioning of the company.

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

h) There is no any qualification, reservation or adverse remark relating to maintenance of accounts and other matters
connected therewith.

i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and

the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and

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

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-
Refer Note 35 to the financial statements;

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

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

d) i. The management of the Company has represented that, to the best of its knowledge and belief, as

disclosed in the note 48 (ix) A to the financial statements, 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("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; and

ii. The management of the Company has represented, that, to the best of its knowledge and belief, as
disclosed in note 47 (ix) (b) to the standalone financial statements, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall:

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

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

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

e) The Company has not declared or paid any dividend during the year therefore, the provisions of Section 123
of the Act are not applicable.

f) Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2025, however the same does not
have a feature of recording audit trail (edit log) facility. We are informed that the Company is in process of
upgrading the existing software which will have a feature of recording audit trail (edit log) facility,
consequently, we are unable to comment on the audit trail feature of the said software.

g) With respect to the matter to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended:

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

For K. K. Jhunjhunwala & Co.

Chartered Accountants
FRN - 111852W

s/d-

CA Surendra Sureka

Partner

Place: Mumbai Membership No. 119433

Date: May 21, 2025 UDIN: 25119433BMHPSU2619

---

Mar 31, 2024

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) as specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. 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.

Emphasis of Matters

We draw your attention to the following matters:

i. As stated in note 48 to the financial statements, the balances of Trade Receivables, Trade Payable and Advances given
etc. are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there
from, if any.

Our opinion is not modified in respect of these matters.

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 of the current period. 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 the matter described below the key audit matters to be communicated in our report

Key Audit Matters	How our Audit addressed the key Audit Matters
Appropriateness of revenue recognition on sale of goods.	Our audit procedures relating to revenue recognition include the following:
Refer Note 2.4 and Note 29 of the financial statements.	a.	Understood and performed procedures to assess the
The Company has revenue from sale of goods and sale of services.		design and test the operating effectiveness of relevant controls related to recording of revenue.
Revenue from sale of goods is recognised under Ind AS 115- ''Revenue from Contracts with Customers'' at a	b.	Assessed whether the policy of recognizing revenue was in line with Ind AS - 115.
point in time when the control has been transferred,	c.	Tested the reconciliation of the amounts as per the
which generally coincides with dispatch of products to customers in case of domestic sales and on the basis of		sales register to the general ledger.

bill of lading in the case of export sales.			d. Performed tests, on sample basis by validating the
Revenue from services is recognized progress towards satisfaction of obligation for the services rendered		by measuring performance	amounts recorded with the underlying documents which inter - alia includes invoices, dispatch documents, customer orders/ contracts, receipt of consideration from customers, where applicable.
We determined this to be a key audit matter due to significant time and effort involved in assessing the appropriateness of revenue recognition and covering the aspects of completeness, accuracy, occurrence and			e. Performed cut off testing, on sample basis and ensured that the revenue from sale of goods is recognised in the appropriate period.
cut off.			Based on the above procedures performed, we did not identify any exceptions in revenue recognition on sale of goods.

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 Board''s Report, but does not include the
financial statements and our auditor''s report thereon.

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

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

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

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance
(including other comprehensive income), changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards prescribed 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 the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

In preparing the financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements:

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
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 insufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud

is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)^) 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 are required to draw attention in our auditor''s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of

Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

2. A. As required by Section 143(3) of the Act, based on our audit 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 (including Other Comprehensive Income), Statement of
Changes in Equity 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 the Companies (Indian Accounting Standards) Rules, 2015, as amended;;

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

f) The modification relating to the maintenance of accounts and other matters connected therewith is as
stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and

the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and

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

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-
Refer Note 38 to the financial statements;

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

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

d) i. The management of the Company has represented that, to the best of its knowledge and belief, as

disclosed in the note 51 (ix) A to the financial statements, 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("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; and

ii. The management of the Company has represented, that, to the best of its knowledge and belief, as
disclosed in note 50 (ix) (b) to the standalone financial statements, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall:

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

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

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

e) The Company has not declared or paid any dividend during the year therefore, the provisions of Section 123
of the Act are not applicable.

f) Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2024, however the same does not
have a feature of recording audit trail (edit log) facility. We are informed that the Company is in process of
upgrading the existing software which will have a feature of recording audit trail (edit log) facility,
consequently, we are unable to comment on the audit trail feature of the said software.

C. With respect to the matter to be included in the Auditor''s Report in accordance with the requirements of section
197(16) of the Act, as amended:

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

For DBS & Associates

Chartered Accountants
FRN - 081627N

Place: Mumbai
Date: May 28, 2024

s/d-

CA Roxy Teniwal

Partner

Membership No. 141538
UDIN: 24141538BKGEAB1291

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Mar 31, 2015

We have audited the accompanying financial statements of TUNI TEXTILE MILLS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2015, 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the 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 there under.

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 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 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:

(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.

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 sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 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 appears from our examination of those books.

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

d) In our opinion, the 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 written representations received from the directors as on 31 March, 2015, 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 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 Act, 2013 (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and 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.29)

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

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

Annexure to Independent Auditor's Report

Referred to in our report of even date under the heading of "Report on Other Legal and Regulatory Requirements"

In terms of information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

1. in respect of fixed assets:

a) the Company has generally maintained records showing particulars, including quantitative details and situation of its fixed assets; and

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification;

2. in respect of Inventory:

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

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the Company and the nature of its business; and

c) the Company has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to book records;

3. the Company has, during the year, not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly clauses (a) and (b) of paragraph 3 (iii) of the Order are not applicable;

4. in our opinion, there are generally adequate internal control procedures 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 audit, no continuing failure to correct major weakness has been noticed in these internal control systems;

5. the Company has not accepted any deposit from public;

6. the Central Government has not specified the maintenance of cost records under sub section 1 of Section 148 of the Act for any of the products of the Company for the year under audit;

7. in case of in respect of Statutory Dues;

a) on the basis of books and records examined by us, the following undisputed statutory dues have delayed been deposited with the appropriate authorities:

Sr. No. Nature Amount in Rs. Due date Date deposited on

a. Provident Fund 8213 20/05/2014 10/12/2014

8244 20/06/2014 10/12/2014

8240 20/07/2014 17/12/2014

7909 20/08/2014 17/12/2014

7985 20/09/2014 09/01/2015

8400 20/10/2014 09/01/2015

7779 20/11/2014 09/01/2015

8105 20/12/2014 20/03/2015

7010 20/01/2015 20/03/2015

6880 20/02/2015 20/03/2015

b. Professional Tax 8900 30/04/2014 05/03/2015

8900 31/05/2014 05/03/2015

8900 30/06/2014 05/03/2015

8550 31/07/2014 05/03/2015

8550 31/08/2014 05/03/2015

8550 30/09/2014 05/03/2015

8550 31/10/2014 05/03/2015

8550 30/11/2014 05/03/2015

8350 31/12/2014 05/03/2015

8350 31/01/2015 05/03/2015

8350 28/02/2015 19/03/2015

8175 31/03/2015 17/04/2015

c. Service Tax 10016 05/05/2014 21/10/2014

9901 05/06/2014 21/10/2014

9786 05/07/2014 21/10/2014

9671 05/08/2014 21/10/2014

9555 05/09/2014 21/10/2014

9440 05/10/2014 21/10/2014

10178 05/11/2014 07/04/2015

10040 05/12/2014 07/04/2015

9901 05/01/2015 07/04/2015

9763 05/02/2015 07/04/2015

9625 05/03/2015 07/04/2015

9487 31/03/2015 07/04/2015

There are no arrears except ' 6,819/- towards Labour welfare Fund and Rs. 12,392/- towards Service Tax as at 31st March 2015 for the period of more than six months from they became payable; and

b) according to the information, the dues in respect of income tax / sales tax / wealth tax / service tax /duty of custom /duty of excise /value added tax/ cess that have not been deposited on account of any dispute with the appropriate authorities, where the disputes are pending, are as under:

Name of the Nature of Amount (Rs.) Period to which Statute dues the amount relates*

Income Tax Act Interest 947334 1995-1996

Income Tax Act Interest 338640 1996-1997

Income Tax Act Interest 158134 1997-1998

Name of the Due date as per Statute notice of demand

Income Tax Act 10.05.2001

Income Tax Act 19.09.2003

Income Tax Act 19.09.2003

*assessment year

* for the above demands, as informed to us, the Company has filed waiver petitions before Chief Commissioner of Income Tax for waiver of interest, those petitions are pending to be heard;

* the waiver of above demands has been considered in scheme of rehabilitation by BIFR;

* the Company has represented before the Tax Recovery Officer, to give effect to the order of Honourable BIFR; and

c) on the basis of books and records examined by us, there are no amounts which were required to be transferred to the investor education and protection fund by the Company in accordance with the relevant provisions of the Companies Act 1956 and rules made there under.

8. the Company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

9. on the basis of selective checks carried out during the course of audit, we are of the opinion that the Company has not defaulted in the repayment of dues to banks. There had been no dues payable to financial institutions or to debenture holders;

10. the Company has not given any guarantee for loans taken by others from bank or financial institutions;

11. the Company has not obtained any term loan during the year; and

12. according to the representation made, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the course of our audit.

For R. S. Agrawal & Associates Chartered Accountants Firm Registration No.100156W

Place: Mumbai

Date : May 29th, 2015

Alka Somani Partner Membership No. 147269

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Mar 31, 2014

We have audited the accompanying financial statements of TUNI TEXTILE MILLS 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act ,2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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:

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in

theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of theCompaniesAct, 1956 read with General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the CompaniesAct,2013;

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 theCompaniesAct, 1956.

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date

1. in respect of fixed assets:

a) the Company has generally maintained records showing particulars, including quantitative details and situation of its fixed assets;

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification; and

c) fixed assets disposed off during the year were not substantial, and therefore do not affect the going concern assumption;

2. in respect of Inventory:

a) as explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the Company and the nature of its business; and

c) the Company, for inventory, has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to bookrecords;

3. according to information and explanation given to us:

a) the Company has, during the year, not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act;

b) as the Company has not granted any loans, therefore, the provisions of sub clauses (b), (c) and

(d) of the clause 4 (iii) of the Order are not applicable to the Company;

c) the Company has, during the year, taken unsecured loans from the companies, firm or other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 32,21,702/- from 1 party. The year end balance was Rs.20,01,216/- from such party.

d) the terms and conditions of the aforesaid interest free unsecured loans taken were prima facie not prejudicial to the interest of the Company; and

e) since the aforesaid loans have not become due for payment, payment of principal amount of the same is considered to be regular..

4. in our opinion, there are generally adequate internal control procedures 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 audit, no major weakness has been noticed in these internal control systems;

5. a) to the best of our knowledge and belief and representations given to us, we are of the

opinion that the particulars of the contracts or arrangements referred to in section 301 of theAct have been entered in the register maintained under section 301 of theAct; and b) in our opinion, there were no transactions, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, exceeding the value of Rs. 5,00,000 in respect of any party during the year.

6. in our opinion, the Company has not accepted any deposit from the public; within the meaning of section 58Aand 58AAof theAct and the Rules framed thereunder.

7. the Company is required to have an internal audit system as the Company''s paid up capital and reserves at the commencement of financial year exceeds Rs. 50,00,000 and its average annual

turnover of preceding three years also exceeds Rs. 5,00,00,000 however, the Company, during the year, had no such internal audit system;

8. we have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government, for the maintenance of cost records under section 209(1)(d) of the Act, and are of the opinion that prima facie the prescribed records have been made and maintained by the Company;

9. In respect of Statutory Dues:

a) on the basis of books and records examined by us, the following undisputed statutory dues have delayed been deposited with the appropriate authorities

Nature Amount in Due date Date deposited on

Provident Fund 4185 20.05.2013 02.07.2013

4185 20.06.2013 15.07.2013

4260 20.08.2013 20.11.2013

4695 20.09.2013 20.11.2013

4845 20.10.2013 20.11.2013

4845 20.02.2014 15.03.2014 4845 20.04.2014 24.05.2014

Professional Tax 9525 31.05.2013 02.07.2013

9525 30.06.2013 15.08.2013

9525 31.07.2013 15.08.2013

9350 31.08.2013 28.03.2014

9700 30.09.2013 28.03.2014

9700 31.10.2013 28.03.2014

9700 30.11.2013 28.03.2014

9700 31.12.2013 28.03.2014

9700 31.01.2014 28.03.2014

9700 28.02.2014 28.03.2014

9525 30.04.2014 24.05.2014

Service Tax 9062 05.05.2013 24.10.2013

9211 05.06.2013 24.10.2013

9211 05.07.2013 24.10.2013

9211 05.08.2013 24.10.2013

9211 05.09.2013 24.10.2013

9211 05.10.2013 24.10.2013

9211 05.11.2013 26.05.2014

9211 05.12.2013 26.05.2014

9211 05.01.2014 26.05.2014

9211 05.02.2014 26.05.2014

9211 05.02.2014 26.05.2014

9211 31.03.2014 26.05.2014

There are no arrears except Rs. 5,679/- towards Labour welfare Fund as at 31st March,2014 for the period of more than six months from they became payable; and

b) according to the information, the dues in respect of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess that have not been deposited with the appropriate authorities on account of dispute, where the disputes are pending, are as under:

Name of the Statute Nature of dues Amount (Rs) Period to which the amount relates

Income Tax Act Interest 947334 1995-1996

Income Tax Act Interest 338640 1996-1997

Income Tax Act Interest 158134 1997-1998

Name of the Statute Due date as per notice of demand

Income Tax Act 10.05.2001

Income Tax Act 19.09.2003

Income Tax Act 19.09.2003

- For the above demands, as informed to us, the Company has filed waiver petitions before Chief Commissioner of Income Tax for waiver of interest, those petitions are pending to be heard;

- The waiver of above demands has been considered in scheme of rehabilitation by BIFR;

- The Company has represented before the Tax Recovery Officer, to give effect to the order of Honourable BIFR.

10. the Company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

11. according to the information and explanation given to us and on the basis of selective checks carried out during the course of audit, we are of the opinion that the Company has defaulted in repayment of dues to its bankers towards the interest for the month of February and March, 2014 amounting to Rs. 1,18,675/- and Rs. 1,20,040/- for a period of 37 days and 23 days respectively (since been paid). There had been no dues payable to financial institutions or to debenture holders.

12. the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; therefore, reporting requirement under clause 4(xii) of the Order is not applicable to the Company;

13. the Company is not a chit fund or a nidhi mutual benefit fund/ society; therefore, reporting requirement under clause 4(xiii) of the Order is not applicable to the Company;

14. the Company is not dealing or trading in shares, securities, debentures and other investments; therefore, reporting requirement under clause 4(xiv) of the Order is not applicable to the Company;

15. the Company has not given any guarantee for loans taken by others from bank or financial institutions; therefore reporting requirement under clause 4(xv) of the Order is not applicable to the Company;

16. on the basis of the records examined by us, and relying on the information complied by the Company for co-relating the funds raised to the end use of the term loans, we have to state that, the Company has, prima facie, applied the term loan for the purpose for which they were obtained.;

17. on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have, prima facie, been used for long-term investment;

18. the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act; therefore, reporting requirement under clause 4(xviii) of the Order is not applicable to the Company;

19. the Company has not even issued any secured debentures; therefore reporting requirement under clause 4 (xix) of the Order is not applicable to the Company;

20. the Company has not raised any money through a public issue during the year; therefore, reporting requirement under clause 4(xx) of the Order is not applicable to the Company; and

21. according to the representation made, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the course of our audit.

For and on behalf of R. S. AGRAWAL & ASSOCIATES Chartered Accountants (Firm Registration No. 100156W)

Anuja Sharma Place : Mumbai Partner Date : May 29, 2014 Membership No. 123589

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TUNI TEXTILE MILLS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, subject to our comments in paragraph 1 under the heading "Other Matters" below and the consequential impact thereof which are not quantifiable, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;except Accounting Standard - 28 Impairment of assets, the Company has not made provision for time - barred debt of Rs. 2,26,060/-;

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.

Other matters

1. As stated in note 36 to the financial statements,

a. Loans and Advances, involving an amount of Rs. 2,56,657/- (year end outstanding Rs. NIL ) given during the year under review, are in contravention of provisions of Section 295 of the Act; The possible impact of these non - compliances, in the event of the Company''s condonation requests are not granted has not been determined or recognized in the financial statements.

b. we, further report that, had the Company made the provision for a time barred debt, the profit for the year and also surplus in Statement of Profit and Loss would have been lower by Rs. 2,26,060/-

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date

1. in respect of fixed assets:

a) the Company has generally maintained records showing particulars, including quantitative details and situation of its fixed assets;

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification; and

c) during the year the Company has not disposed off any fixed assets;

2. in respect of Inventory:

a) as explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the Company and the nature of its business; and

c) the Company, for inventory, has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to book records;

3. according to information and explanation given to us :

a) the Company has granted interest free unsecured loan to the companies, firm and other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2,56,657/- to 1 party. The year end balance was Rs. Nil ;

b) the terms and conditions of the aforesaid interest free loans granted are prima facie not prejudicial to the interest of the Company;

c) the receipt of principal amount of the aforesaid loans granted is regular;

d) since the aforesaid loans granted, as informed to us, are receivable on demand, no amount has been classified as overdue;

e) the Company has not granted, during the year, any secured or unsecured loans to the companies, firm or other parties covered in the register maintained under section 301 of the Act, therefore provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company; and

f) the Company has, during the year, taken unsecured loans from the companies, firm or other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 8,20,000/- from 1 party. The year end balance was Rs. 8,20,000/- from such party.

g) the above unsecured loan taken was free of interest and in our opinion the other terms and conditions are not prima facie prejudicial to the interest of the Company.

4. in our opinion, there are generally adequate internal control procedures 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 audit, no major weakness has been noticed in these internal control systems;

5. a) to the best of our knowledge and belief and representations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under section 301 of the Act ; and

b) in our opinion, there were no transactions, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, exceeding the value of Rs. 5,00,000 in respect of any party during the year.

6. in our opinion, the Company has not accepted any deposit from the public; within the meaning of section 58A and 58AA of the Act and the Rules framed thereunder.

7. the Company is required to have an internal audit system as the Company''s paid up capital and reserves at the commencement of financial year exceeds Rs. 50,00,000 and its average annual turnover of preceding three years also exceeds Rs. 5,00,00,000 however, the Company, during the year, had no such internal audit system;

8. we have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government, for the maintenance of cost records under section 209(1)(d) of the Act, and are of the opinion that prima facie the prescribed records have been made and maintained by the Company;

9. In respect of Statutory Dues: according to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed current statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There are no arrears except Rs. 4,743/- towards Labour welfare Fund as at 31st March, 2013 for the period of more than six months from they became payable; and

- For the above demands, as informed to us, the Company has filed waiver petitions before Chief Commissioner of Income Tax for waiver of interest, those petitions are pending to be heard;

- The waiver of above demands has been considered in scheme of rehabilitation by BIFR;

- The Company has represented before the Tax Recovery Officer, to give effect to the order of Honourable BIFR.

10. the Company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

11. according to the records examined by us, the Company has not defaulted in repayment of dues to the banks. There are no dues to a financial institution or debenture holders;

12. the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; therefore, reporting requirement under clause 4(xii) of the Order is not applicable to the Company;

13. the Company is not a chit fund or a nidhi mutual benefit fund/ society; therefore, reporting requirement under clause 4(xiii) of the Order is not applicable to the Company;

14. the Company is not dealing or trading in shares, securities, debentures and other investments; therefore, reporting requirement under clause 4(xiv) of the Order is not applicable to the Company;

15. the Company has not given any guarantee for loans taken by others from bank or financial institutions; therefore reporting requirement under clause 4(xv) of the Order is not applicable to the Company;

16. on the basis of the records examined by us, and relying on the information complied by the Company for co-relating the funds raised to the end use of the term loans, we have to state that, the Company has, prima facie, applied the term loan for the purpose for which they were obtained.;

17. on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have, prima facie, been used for long-term investment;

18. the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act; therefore, reporting requirement under clause 4(xviii) of the Order is not applicable to the Company;

19. the Company has not even issued any secured debentures; therefore reporting requirement under clause 4 (xix) of the Order is not applicable to the Company;

20. the Company has not raised any money through a public issue during the year; therefore, reporting requirement under clause 4(xx) of the Order is not applicable to the Company; and

21. according to the representation made, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the course of our audit.

For and on behalf of

R. S. AGRAWAL & ASSOCIATES

Chartered Accountants

(Firm Registration No. 100156W)

Anuja Dedhia

Place : Mumbai Partner

Date : May 30, 2013 Membership No. 123589

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of TUNI TEXTILE MILLS LIMITED (hereinafter referred to as "the company") as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 the financial statements. An audit also includes assessing the accounting principles 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 (hereinafter referred to as 'the CARO 2003') issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, (hereinafter referred to as 'the Act') we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

(iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

(v) based on the representation made by the directors of the company and information and explanation given to us, none of the directors is prima-facie disqualified as on 31st March, 2012, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Act on the said date;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and notes on 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 Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

b) in the case of 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.

Annexure referred to in Paragraph (3) of Auditors' Report of even date on the Accounts for the year ended 31st March, 2012 of Tuni Textile Mills Limited on the basis of such checks as we considered appropriate and in terms of the information and explanation given to us, we state that:

(i) in respect of fixed assets:

a) the company has generally maintained records showing particulars, including quantitative details and situation of its fixed assets;

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification; and

c) during the year the company has not disposed off a substantial part of its fixed assets which affects the going concern status of the company;

(ii) in respect of Inventory:

a) as explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the company and the nature of its business; and

c) the company, for inventory, has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to book records;

(iii) a) the company has not granted, during the year, any secured or unsecured loans to the companies, firm or other parties covered in the register maintained under section 301 of the Act, therefore provisions of clause 4(iii) (a) to (d) of the CARO,2003 are not applicable to the company; and

b) the company has taken, during the year, unsecured loans from the companies, firm or other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 900,458.04 from 2 parties. The year end balance was 'Nil'.

c) The above unsecured loan taken was free of interest and in our opinion the other terms and conditions are not prima facie prejudicial to the interest of the company.

(iv) in our opinion, there are generally adequate internal control procedures 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 audit, no major weakness has been noticed in these internal control systems;

(v) a) to the best of our knowledge and belief and representations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under section 301 of the Act; and

b) in our opinion, there were no transactions, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, exceeding the value of Rs. 5,00,000 in respect of any party during the year.

c) have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time were such market prices are available.

(vi) in our opinion, the company has not accepted any deposit from the public; within the meaning of section 58A and 58AA of the Act and the Rules framed there under.

(vii) the company is required to have an internal audit system as the company's paid up capital and reserves at the commencement of financial year exceeds Rs. 50,00,000 and its average annual turnover of preceding three years also exceeds Rs. 5,00,00,000 however, the company, during the year, had no such internal audit system;

(viii) we have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government, for the maintenance of cost records under section 209(1)(d) of the Act, and are of the opinion that prima facie the prescribed records have been made and maintained by the company;

(ix) In respect of Statutory Dues:

a) according to the information and explanations given to us, the company is generally regular in depositing with the appropriate authorities undisputed current statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There are no arrears except 4743/- towards Labour welfare Fund as at 31st March, 2012 for the period of more than six months from they became payable; and

b) according to the information, the dues in respect of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess that have not been deposited with the appropriate authorities on account of dispute, where the disputes are pending, are as under:

Name of Nature of Amount Period to which Due date as per the Statute dues (Rs.) the amount relates* notice of demand

Income Tax Act Interest 947334 1995-1996 10.05.2001

Income Tax Act Interest 338640 1996-1997 19.09.2003

Income Tax Act Interest 158134 1997-1998 19.09.2003

*assessment year

- For the above demands, as informed to us, the company has filed waiver petitions before Chief Commissioner of Income Tax for waiver of interest, those petitions are pending to be heard; and

- The waiver of above demands has been considered in scheme of rehabilitation by BIFR;

(x) the company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

(xi) according to the records examined by us, the company has not defaulted in repayment of dues to the banks. There are no dues to a financial institution or debenture holders; (xii) the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; therefore, reporting requirement under clause 4(xii) of the CARO 2003 is not applicable to the company;

(xiii) the company is not a chit fund or a nidhi mutual benefit fund/ society; therefore, reporting requirement under clause 4(xiii) of the CARO 2003 is not applicable to the company;

(xiv) the company is not dealing or trading in shares, securities, debentures and other investments; therefore, reporting requirement under clause 4(xiv) of the CARO 2003 is not applicable to the company;

(xv) the company has not given any guarantee for loans taken by others from bank or financial institutions; therefore reporting requirement under clause 4(xv) of the CARO 2003 is not applicable to the company;

(xvi) on the basis of the records examined by us, and relying on the information complied by the company for co-relating the funds raised to the end use of the term loans, we have to state that, the company has, prima facie, applied the term loan for the purpose for which they were obtained.;

(xvii) on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have, prima facie, 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 Act; therefore, reporting requirement under clause 4(xviii) of the CARO 2003 is not applicable to the company;

(xix) the company has not even issued any secured debentures; therefore reporting requirement under clause 4 (xix) of the CARO 2003 is not applicable to the company; (xx) the company has not raised any money through a public issue during the year; therefore, reporting requirement under clause 4(xx) of the CARO 2003 is not applicable to the company; and

(xxi) according to the representation made, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the course of our audit.

For and on behalf of

R. S. AGRAWAL & ASSOCIATES

Chartered Accountants

(Registration no. 100156W)

Anuja Dedhia

Place : Mumbai Partner

Date : August 21, 2012 Membership No. 123589

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of TUNI TEXTILE MILLS LIMITED (hereinafter referred to as "the company") as at 31 st March 2011, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date, annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 the financial statements. An audit also includes assessing the accounting principles 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 (hereinafter referred to as 'the CARO 2003') issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, (hereinafter referred to as 'the Act') we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(ii) in our opinion, proper books of account as required by law, have been kept by the company so far as appears from our examination of those 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 (3-C) of section 211 of the Act;

(v) based on the representation made by the directors of the company and information and explanation given to us, none of the directors is prima-facie disqualified as on 31st March, 2011, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Act on the said date;

(vi) As stated in note no.6 of Schedule 23:

i) Loans & Advances, involving an amount of Rs. 9.44 lacs,(year end outstanding was Rs. NIL) given during the year under review, are in contravention of provisions of Section 295 of the Act; and

ii) Contracts of Job charges received and paid amounting to Rs. 0.53 lacs and Rs. 2.16 lacs respectively, in which directors are interested, entered in to during the year, are in contravention of provisions of section 297 of the Act;

The possible impact of these non-compliances, in the event of condonation requests are not granted, has not been determined or recognized in the financial statements.

(vii) in our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our comments in paragraphs (vi) above and the consequential effects thereof which are not quantifiable, read together with significant accounting policies and notes on accounts in schedule '21' and '22' respectively and those appearing elsewhere with the financial statement 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 Balance Sheet, of the state of affairs of the company as at 31 st March, 2011;

b) in the case of Profit and Loss Account, 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.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF AUDITORS' REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2011 OF TUNI TEXTILE MILLS LIMITED ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE AND IN TERMS OF THE INFORMATION AND EXPLANATION GIVEN TO US, WE STATE THAT:

(i) in respect of fixed assets:

a) the company has generally maintained records showing particulars, including quantitative details and situation of its fixed assets;

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification; and

c) during the year the company has not disposed off a substantial part of its fixed assets which affects the going concern status of the company;

(ii) in respect of Inventory:

a) as explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the company and the nature of its business; and

c) the company, for inventory, has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to book records;

(iii) according to the information and explanation given to us:

a) the company has granted unsecured loan to the companies, firm and other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 9.44 lacs to 4 parties. The year end balance was ' Nil;

b) the terms and conditions of the aforesaid loans granted are prima facie not prejudicial to the interest of the company and such loans were granted free of interest;

c) the receipt of principal amount of the aforesaid loans granted is regular;

d) since the aforesaid loans granted, as informed to us, are receivable on demand, therefore no amount has been classified as overdue;

e) the company has taken unsecured loan from the companies, firm and other parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 5.32 lacs from 2 parties. The year end balance was Rs. 4.92 lacs;

f) the terms and conditions of the aforesaid loans taken were prima facie not prejudicial to the interest of the company and such loans were taken free of interest; and

g) since the aforesaid unsecured loans taken, as informed to us, were repayable on demand, therefore the payment of the principal amount of same is considered to be regular.

(iv) in our opinion, there are generally adequate internal control procedures 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 audit, no major weakness has been noticed in these internal control systems;

(v) a) to the best of our knowledge and belief and representations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under section 301 of the Act; and

b) in our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act exceeding the value of Rs. 5.00 lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available;

(vi) in our opinion , the company has not accepted any deposit from the public; within the meaning of section 58A and 58AA of the Act and the Rules framed there under.

(vii) the company is required to have an internal audit system as the company's paid up capital and reserves at the commencement of financial year exceeds Rs. 50 lacs and its average annual turnover of preceding three years also exceeds Rs. 5.00 crores, however, the company, during the year, had no such internal audit system;

(viii) we have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government, for the maintenance of cost records under section 209(1 )(d) of the Act, and are of the opinion that prima facie the prescribed records have been made and maintained by the company;

(ix) In respect of Statutory Dues:

a) according to the information and explanations given to us, the company is generally regular in depositing with the appropriate authorities undisputed current statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There are no arrears except Rs.3843/- towards Labour welfare Fund as at 31st March, 2011 for the period of more than six months from they became payable; and

b) according to the information, the dues in respect of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess that have not been deposited with the appropriate authorities on account of dispute, where the disputes are pending, are as under:

Name of the Statute Nature of dues Amount (Rs.) Period to which the Due date as per amount relates* notice of demand

Income Tax Act Interest 947334 1995-1996 10.05.2001

Income Tax Act Interest 338640 1996-1997 19.09.2003

Income Tax Act Interest 158134 1997-1998 19.09.2003

* assessment year

* For the above demands, the company has filed waiver petitions before Chief Commissioner o Income Tax for waiver of interest, those petitions are pending to be heard; and

* The waiver of above demands has beep considered in scheme of rehabilitation by BIFR.

(x) the company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

(xi) according to the records examined by us, the company has not defaulted in repayment of dues to the banks. There are no dues to a financial institution or debenture holders;

(xii) the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; therefore, reporting requirement under clause 4(xii) of the CARO 2003 is not applicable to the company;

(xiii) the company is not a chit fund or a nidhi mutual benefit fund/ society; therefore, reporting requirement under clause 4(xiii) of the CARO 2003 is not applicable to the company;

(xiv) the company is not dealing or trading in shares, securities, debentures and other investments; therefore, reporting requirement under clause 4(xiv) of the CARO 2003 is not applicable to the company;

(xv) the company has not given any guarantee for loans taken by others from bank or financial institutions; therefore reporting requirement under clause 4(xv) of the CARO 2003 is not applicable to the company;

(xvi) on the basis of the records examined by us, and relying on the information complied by the company for co-relating the funds raised to the end use of the term loans, we have to state that, the company has, prima facie, applied the term loan for the purpose for which they were obtained.;

(xvii) on an overall examination of the balance sheet of the company, we report that no funds raised on short- term basis have, prima facie, 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 Act; therefore, reporting requirement under clause 4(xviii) of the CARO 2003 is not applicable to the company;

(xix) the company has not even issued any secured debentures; therefore reporting requirement under clause 4 (xix) of the CARO 2003 is not applicable to the Company;

(xx) the company has not raised any money through a public issue during the year; therefore, reporting requirement under clause 4(xx) of the CARO 2003 is not applicable to the company; and

(xxi) according to the representation made, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the course of our audit.

For and on behalf of

R. S. AGRAWAL & ASSOCIATES

Chartered Accountants

(Registration no. 100156W)

Anuja Dedhia

Mumbai Partner

19 th August 2011 Membership No. 123589

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of TUNI TEXTILE MILLS LIMITED as at 31 st March 2010, the Profit and Loss Account and also 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 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 the financial statements. An audit also includes assessing the accounting principles 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 (hereinafter referred to as the CARO 2003) issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, (hereinafter referred to as the Acf) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(ii) in our opinion, proper books of account as required by law, have been kept by the company so far as appears from our examination of those 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 (3-C) of section 211 of the Act;

(v) based on the representation made by the directors of the company and information and explanation given to us, none of the directors is prima-facie 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 Act on the said date; and

(vi) in our opinion and to the best our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes on accounts In schedule 22 and 23 respectively and those appearing elsewhere with the financial statement 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 Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

b) in the case of Profit and Loss Account, 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.

ANNEXURE REFERRED IN PARAGRAPH (3) OF AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010 OF TUNI TEXTILE MILLS LIMITED ON THE BASIS OF SUCH CHECKS AS WE CONSIDER APPROPRIATE AND IN TERMS OF THE INFORMATION AND EXPLANATION GIVEN TO US, WE STATE THAT:

(i) a) the company has generally maintained records showing particulars, including quantitative details and situation of fixed assets;

b) we have been informed that the management has, at reasonable intervals during the year, physically verified major portion of the fixed assets. No material discrepancies, as represented to us, were noticed on such verification; and

c) the company has, during the year, replaced certain machineries which has not affected the ability of the company to continue as a going concern.

(ii) a) as explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

b) the procedures, as explained to us, of physical verification of inventories followed by the management are, in our opinion; reasonable and adequate in relation to the size of the company and the nature of its business; and

c) the company, for inventory, has maintained proper records. No material discrepancies, as informed to us, have been noticed on physical verification of stock as compared to book records;

(iii) a) as informed to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act; therefore reporting requirements under clause 4 (iii) (a) to (d) of the CARO 2003 are not applicable to the company;

b) as informed to us, the unsecured loan taken in earlier years from a company covered in the register maintained under section 301 of the Act involving an amount of Rs. 9.25 lacs, has, during the year, been repaid;

c) the above unsecured loan taken was free of interest and in our opinion the other terms and conditions are not prima facie prejudicial to the interest of the company;

(iv) in our opinion, there are generally adequate internal control procedures 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 audit, no major weakness has been noticed in these internal control systems;

(v) a) to the best of our knowledge and belief, we are of the opinion that the particulars of the contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section; and

b) in our opinion, there were no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Act exceeding the value of Rs. 5 lacs in respect of any party during the year;

(vi) in our opinion , the company has not accepted any deposit from the public;

(vii) the company has no internal audit system, however, as explained to us, the company has internal check system commensurate with its size and nature of its business;

(viii) we have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government, for the maintenance of cost records under section 209(1 )(d) of the Act, and are of the opinion that prima facie the prescribed records have been made and maintained by the company;

(ix) a) the company is generally regular in depositing with the appropriate authorities undisputed current statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There are no arrears except Rs.2853/- towards Labour welfare Fund as at 31st March, 2010 for the period of more than six months from they became payable; and

b) according to the information, the dues in respect of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess that have not been deposited with the appropriate authorities on account of dispute, where the disputes are pending, are as under:

Name of the Nature of Amount Period to which Statute dues (Rs.) the amount relates*

Income Tax Act Interest 947334 1995-1996

Income Tax Act Interest 338640 1996-1997

Income Tax Act Interest 158134 1997-1998



Name of the Statue Due date as Date of per notice of payment demand

Income Tax Act 10.05.2001 Not paid till date

Income Tax Act 19.09.2003 Not paid till date

Income Tax Act 19.09.2003 Not paid till date

•assessment year and waiver petitions for the above interest demand have been filed by the company with Chief Commissioner of Income Tax that are pending to be heard and has also been considered in scheme of rehabilitation by BIFR.

(x) the company has not incurred cash losses in the year under review and in the immediately preceding financial year; and its accumulated losses at the end of the financial year under review are not more than fifty percent of its networth;

(xi) according to the records examined by us, the company has not defaulted in repayment of dues to the banks. There are no dues to financial institutions or debenture holders;

(xii) the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; therefore, reporting requirement under clause 4(xii) of the CARO 2003 is not applicable to the company;

(xiii) the company is not a chit fund or a nidhi mutual benefit fund/ society; therefore, reporting requirement under clause 4(xiii) of the CARO 2003 is not applicable to the company;

(xiv) the company is not dealing or trading in shares, securities, debentures and other investments; therefore, reporting requirement under clause 4(xiv) of the CARO 2003 is not applicable to the company;

(xv) the company has not given any guarantee for loans taken by others from bank or financial institutions; therefore reporting requirement under clause 4(xv) of the CARO 2003 is not applicable to the company;

(xvi) on the basis of the records examined by us, and relying on the information complied by the company for co- relating the funds raised to the end use of the term loans, we state that, the company has, prima facie, applied the term loans for the purpose for which they were obtained;

(xvii) on an overall examination of the balance sheet of the company, we report that no funds raised on short- term basis have prima facie been used for long-term purposes;

(xviii) the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act; therefore, reporting requirement under clause 4(xviii) of the CARO 2003 is not applicable to the company;

(xix) the company has not even issued any secured debentures; therefore reporting requirement under clause 4 (xix) of the CARO 2003 is not applicable to the Company;

(xx) the company has not raised any money through a public issue during the year; therefore, reporting requirement under clause 4(xx) of the CARO 2003 is not applicable to the company; and

(xxi) according to the representation made, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the course of our audit.

For and on behalf of R. S. AGRAWAL & ASSOCIATES

Chartered Accountants (Registration no. 100156W)

R.S. Agrawal

Partner

Membership No. 033216

Mumbai

18th August 2010