Auditor Report of Urja Global Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of URJA GLOBAL LIMITED ("the Company"), which comprise
the Standalone Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''the standalone
financial statements'').

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of
the matters described in the ''Basis of Qualified Opinion'' paragraph below, the aforesaid Standalone 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit
(including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.

2. Basis of Qualified Opinion

We draw your attention to the following matters:

A. The Company has not done GST Input Tax Credit Reversals against dues of Rs.36,77,65,614/- as on 31.03.2025, due to non¬

payment to sundry creditors within the stipulated time as prescribed in terms of 2nd proviso to section 16(2) of CGST Act,
2017. Non-reversal of GST credits will result in availment of wrong amount of GST Input credits against GST liability.

B. There is no documentary evidence made available for Investment in Mines Projects and also, the project progress has been

classified under ''Property Plant and Equipment’ as capital work in progress, amounting to 46,35,28,484/ as on 31.03.2025 and
also Further, no documentary evidence available with respect to Loans and Advances granted by the Company as on date.

According to the information and explanations given to us, the GST department raided the Company''s premises on 20-07-2021 and
took all records. Accordingly, documents relating to

projects, terms of agreement and signed balance confirmation with respect to loans and advances are not available and shall be
sought from parties.

However, In the absence of necessary documents, recoverability of loans and advances, impact on the carrying value of investments
and consequential impact on profit is not determinable. We are also unable to comment upon the compliance of the applicable
provisions of the Companies act 2013.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our qualified opinion on the financial statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report for the year ended 31 March 2025.

4. Information other than the Financial Statements and Auditors'' Report thereon

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises the
information included in the Board''s Report including Annexure(s) 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 Standalone 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.

5. Responsibilities of Management for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance (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 accounting Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making 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 statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

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

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

6. Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

a. Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

d. 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 standalone 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.

e. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone 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 planne

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 standalone 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.

7. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in Annexure B, and

(g) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid/provided by the Company
to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its
standalone financial statements - Refer Notes No. 28.

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses - Refer Note No. 30.

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company
during the year ended March 31, 2025 - Refer Note No. 30.

iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the

notes to the accounts (Refer Note no. 4 & 5), 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, whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the
notes to the accounts (Refer Note no. 14 & 15), 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, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and Based on audit procedures which
we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub clause (i) and (ii) contain any material mis-statement.

c) Based on such audit procedures that the we have considered reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused them to believe that the representations under sub-clause (a)
and (b) as specified above contain any material misstatements.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123
of the Companies Act, 2013.

vii. 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 Which has a feature of recording audit trail (edit log)
facility and the same has operated Throughout the year for all relevant transactions recorded in the softwares. Further,
during The course of our audit we did not come across any instance of the audit trail feature being tampered with.

For Uttam Abuwala Ghosh & Associates

Chartered Accountants Firm No. 111184W

Sd/-

CA. Subhash Jhunjhunwala

Partner

Membership No. 016331 UDIN: 25016331BMJPPB3616

Date: 21-05-2025
Place: Mumbai

---

Mar 31, 2024

We have audited the accompanying Standalone financial statements of URJA GLOBAL LIMITED ("The Company"), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''the standalone financial statements'').

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the ''Basis of Qualified Opinion'' paragraph below, the aforesaid Standalone 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit (including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.

2. Basis of Qualified Opinion

We draw your attention to the following matters:

A. The Company has not done GST Input Tax Credit Reversals against dues of Rs.28,06,17,922/- as on 31.03.2024, due to non-payment to sundry creditors within the stipulated time as prescribed in terms of 2nd proviso to section 16(2) of CGST Act, 2017. Non-reversal of GST credits will result in availment of wrong amount of GST Input credits against GST liability.

B. There is no documentary evidence made available for Investment in Mines Projects and also, the project progress has been classified under ''Property Plant and Equipment'' as capital work in progress, amounting to 46,35,28,484/ as on 31.12.2023 and also Further, no documentary evidence available with respect to Loans and Advances granted by the Company as on date.

According to the information and explanations given to us, the GST department raided the Company''s premises on 20-07-2021 and took all records. Accordingly, documents relating to projects, terms of agreement and signed balance confirmation with respect to loans and advances are not available and shall be sought from parties.

However, In the absence of necessary documents, recoverability of loans and advances, impact on the carrying value of investments and consequential impact on profit is not determinable. We are also unable to comment upon the compliance of the applicable provisions of the Companies act 2013.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report for the year ended 31 March 2024.

4. Information other than the Financial Statements and Auditors'' Report thereon

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexure(s) 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 Standalone 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.

5. Responsibilities of Management for the Standalone 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 standalone 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 accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

6. Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

a. Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

d. 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 standalone 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.

e. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone 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 standalone 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.

7. Report on Other Legal and Regulatory Requirements

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

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

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

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

(f) 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

(g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its standalone financial statements - Refer Notes No. 31.

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note No. 32(i).

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024 - Refer Note No. 32(ii).

iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to

the accounts (Refer Note no. 4 & 5), 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, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts (Refer Note no. 14 & 15), 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, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) contain any material mis- statement.

c) Based on such audit procedures that the we have considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (a) and (b) as specified above contain any material misstatements.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

For Uttam Abuwala Ghosh & Associates

Chartered Accountants Firm No. 111184W

Sd/-

CA. Subhash Jhunjhunwala

Partner

Membership No. 016331 UDIN: 24016331BKBHDT9350

Date: 22/05/2024 Place: Mumbai

---

Mar 31, 2023

INDIAN ECONOMIC OVERVIEW

Strong economic growth in the first quarter of FY 2022-23 helped India overcome the UK to become the fifth-larg-est economy after it recovered from repeated waves of COVID-19 pandemic shock. Real GDP in the first quarter of 2022-23 is currently about 4% higher than its corresponding 2019-20, indicating a strong start for India’s recovery from the pandemic. Given the release of pent-up demand and the widespread vaccination coverage, the contact-intensive services sector will probably be the main driver of development in 2022-2023. Rising employment and substantially increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalization of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers, and with the revival in monsoon and the Kharif sowing, agriculture is also picking up momentum. The contact-based services sector has largely demonstrated promise to boost growth by unleashing the pent-up demand over the period of April-September 2022. The sector’s success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

CONSUMER GOODS INDUSTRY IN INDIA

India''s consumer market, with its dramatic increase in demand, rapid economic growth and rising young technical labor force, makes it an increasingly interesting FDI destination. India''s economy is domestic consumption-driven by its population of 1.4 billion. It is the third largest economy in the world in terms of purchasing power parity, a fact that is increasingly impossible for multinational companies to ignore. The Indian economy has recovered to pre-pandemic levels, with real GDP growth in FY 2021-22 at 8.2%, 1% higher than in FY 2019-20. Fast-moving consumer goods (FMCG) sales are fueling economic expansion, as they increased by 16% in 2021, driving a nine-year high in consumption-led growth. FMCG is the fourth-largest sector in the Indian economy, with a market size of US$110 billion in 2020. It is expected to double by 2025.

More than half of the overall revenue in FMCG comes from the urban segment, but rural markets show the fastest year-over-year growth. Market share is 50% for Household and Personal Care, followed by Healthcare (31%) and Food and Beverages (19%). The shift to an organized market, increasing rural consumption and e-commerce are the key drivers of FMCG growth in India.

Despite its English-speaking, low-cost, and well-educated technical labor force, India historically has not been a popular location to establish export-oriented manufacturing. But today, many companies are now making decisions to invest in manufacturing in India that can both accommodate growing domestic demand and serve as an export base.

Government Support to Boost Domestic Manufacturing

India''s government recognizes that now is the time to promote manufacturing FDI. To lure foreign companies to invest in India, the government in October 2021 launched a new scheme called "Gati Shakti" or "Strength and Speed" to streamline the notoriously bureaucratic and cumbersome processes of establishing an entity and obtaining the numerous approvals and operating licenses to do business. Under this program, 16 ministries will be connected through a single digital platform, providing investors a one-stop solution for approvals.

In October, Prime Minister Narendra Modi approved $1.2 trillion to boost the program and help speed up infrastructure projects, especially roads, railway networks, ports and airports.

THE BUSINESS

Urja Global is one of leading consumer goods companies. It has been the well known name in the batteries, solar and electric vehicles. The Company''s contemporary product portfolio in the domestic market comprises batteries, Solar batteries, E-rickshaw and E-scooters.

The Company continues to leverage its wide distribution network with a range of product offerings in the lighting and electrical segment. The Company believes that the Urja brand is a natural fit to the lighting and electrical category. Company plans to persist in its efforts to be a significant player in these product segments. Towards this objective, additional efforts are being put to align distribution to the needs of this trade. The platform of the Company today is to provide portable power and lighting - and the products as mentioned above are aligned to that platform. Company expects to strengthen its presence across these products through increasing value and volumes in the future.

Over the decades, we are working in the dry cell batteries markets in the country. The Company''s contemporary product portfolio in the domestic market comprises the following:

• Lithium IOB batteries, automotive batteries, inverter batteries, solar batteries and e rickshaw batteries under the brand names ''Urja'' and I-volt.

• Solar study lamps, LED lartern, Solar Panels, Solar Inverter Solar Home lighting,.

• Urja Solar Atta Chakki, Solar Water Pumps, Solar Rooftop and solar system on grid/off grid.

• E-rickshaws and E scooters.

The Company continues to leverage its wide distribution network with a range of product offerings in the lighting and electrical segment.

The Company believes that the Urja brand is a natural fit to the lighting and electrical category. Urja, thus, plans to persist in its efforts to be a significant player in these product segments. Towards this objective, additional efforts are being put to align distribution to the needs of this trade. The platform of the Company today is to provide portable power and lighting - and the products as mentioned above are aligned to that platform. Urja expects to strengthen its presence across these products through increasing value and volumes in the future. Also, the Company stopped selling all un-remunerative and low range appliances.

RECHARGEABLE BATTERIES MARKET OUTLOOK

The global rechargeable batteries market was held to be $28.1 billion in 2021 and projected to reach $49.7 billion by 2030. Rechargeable batteries market is expected to grow at a CAGR of 6.1% during the forecast period i.e. 2022-2030.

After the battery’s power is depleted, a rechargeable battery may be repeatedly recharged by connecting its terminals to a DC current. Rechargeable batteries offer several uses for each cell and are an excellent long-term investment in terms of money spent on rechargeable gadgets.

Rechargeable batteries are typically a more dependable, environmentally friendly, and long-lasting alternative to non-rechargeable batteries. Non-rechargeable batteries generate current through a chemical reaction in which the battery’s reactive anode is consumed.

The recent report on "Global Rechargeable Battery Market" offered by Analytics Market Research, comprises of a comprehensive investigation into the geographical landscape, industry size along with the revenue estimation of the business. Additionally, the report also highlights the challenges impeding market growth and expansion strategies employed by leading companies in the "Rechargeable Battery Market".

An exhaustive competition analysis that covers insightful data on industry leaders is intended to help potential market entrants and existing players in competition with the right direction to arrive at their decisions. Market structure analysis discusses in detail Rechargeable Battery companies with their profiles, revenue shares in market, comprehensive portfolio of their offerings, networking and distribution strategies, regional market footprints, and much more.

SOLAR- RENEWABLE ENERGY TARGET

In 2022, the amount of renewable energy capacity is anticipated to grow by more than 8% and reach about 320 GW. "However, unless new policies are implemented rapidly, growth remains stable in 2023 because solar PV expansion cannot fully compensate for lower hydropower and steady year-on-year wind additions", the report read.

The growing emphasis on energy security, particularly in the European Union, is also sparking an unparalleled legislative push towards boosting energy efficiency and renewables, even as looming market uncertainties exacerbate obstacles. Ultimately, whether new and stronger rules will be presented and implemented in the upcoming six months will determine the prediction of renewable markets for 2023 and beyond, the report stated.

ELECTRIC VEHICLES NEED

In fiscal year 22-23, India''s electric car sales surpassed one million units. According to the most recent figures from the Society of Manufacturers of Electric Vehicles (SMEV), the whole EV industry sold 1,152,021 units in FY 2023, including e-buses, e-cars, e-three-wheelers, and e-two-wheelers. This is a 58% increase over the 726,861 units sold in FY21-22.The industry sold 726,976 high-speed e-two wheelers, accounting for 62% of the EV pie, while adoption declined month on month, "finishing with an annual shortfall of more than 25% above the minimal objective set by Niti Aayog," according to a statement from SMEV.

In fiscal year 22-23, India''s electric car sales surpassed one million units. According to the most recent figures from the Society of Manufacturers of Electric Vehicles (SMEV), the whole EV industry sold 1,152,021 units in FY 2023, including e-buses, e-cars, e-three-wheelers, and e-two-wheelers. This is a 58% increase over the 726,861 units sold in FY21-22.The industry sold 726,976 high-speed e-two wheelers, accounting for 62% of the EV pie, while adoption declined month on month, "finishing with an annual shortfall of more than 25% above the minimal objective set by Niti Aayog," according to a statement from SMEV.

Apart from that, the two-wheeler sales tally also comprised 120,000 low-speed e-scooters, 285,443 low-speed e-rickshaws, and roughly 50,000 low-speed e-cycles, totaling 846,976 units in FY23.This is a significant increase from the 27,888 electric two-wheelers sold in FY17 and over three times the 328,000 units sold in FY22. In FY23, electric three-wheelers accounted for 34% of the EV market, with 401,841 units sold. Electric four wheelers sold 47,217 units at 4%, while electric buses sold 1904 units at 0.16

However, industry has expressed concern over the suspension of FAME2 subsidies for businesses that do not fulfill localization requirements, claiming that it has hurt sales. According to the SMEV statement, the momentum in electric two-wheeler adoption "fell after the festive season not because of consumer demand but because of the sudden withholding of more than the Rs 1,200 crore subsidy already passed on to customers by the majority of OEMs on the pretext of delay in localization." "Another Rs 400 crore of premium-end OEMs has got delayed owing to the charge of under-invoicing to avoid FAME norms."

Currently, 16 companies are waiting for this impasse to be resolved. "While all earlier schemes since 2015 had limited influence on EV adoption, the amended FAME2 had a major effect on e-two wheeler adoption since it reduced their pricing by roughly 35%," said Sohinder Gill, director general, SMEV. This began to draw the component supply chain, which had hitherto eschewed having to do with electric two-wheelers due to extremely low volumes. Suppliers began lining up to OEMs in late 2021 to demonstrate their readiness to create EV components.

Most of these suppliers took the standard 12 to 18 months to localise, and most of them have already begun to build significant capacity.

DIGITIZATION OF HEALTHCARE

Early in the COVID-19 pandemic, telehealth usage surged as consumers and providers sought ways to safely access and deliver healthcare. In April 2020, overall telehealth utilization for office visits and outpatient care was 78 times higher than in February 2020.

This step-change, borne out of necessity, was enabled by these factors:

1) Increased consumer willingness to use telehealth,

2) Increased provider willingness to use telehealth,

3) Regulatory changes enabling greater access and reimbursement.

During the tragedy of the pandemic, telehealth offered a bridge to care, and now offers a chance to reinvent virtual and hybrid virtual/in person care models, with a goal of improved healthcare access, outcomes, and affordability.

A year ago, we estimated that up to $250 billion of US healthcare spend could potentially be shifted to virtual or virtually enabled care. Approaching this potential level of virtual health is not a foregone conclusion. It would likely require sustained consumer and clinician adoption and accelerated redesign of care pathways to incorporate virtual modalities.

As of July 2021, we step back to review the progress of telehealth since the initial COVID-19 spike and to assess implications for telehealth and virtual health more broadly going forward.

RISKS AND CONCERNS

The only foreseeable risk in this category seems to be the ability to cope up with the dynamics of an evolving market and get the first mover advantage. This needs to be tackled through a range of quality product offerings at competitive prices.

At Urja, the risk management framework sets guidelines for operations so that the Company can continue on the path of sustainable change. These risks are monitored for changes in their exposure and are reported during the course of a year.

• Urja continuously monitors the global environment, works with advisors, partners and governments. Our well-diversified business across geographies and industry verticals ensure sustainable business growth.

• The company has a price escalation clause with its major clients for compensating it with any price volatility. However, the chances of lag in price rise in input and finished goods always remain.

• The Company places utmost importance on ensuring the safety of its employees, visitors to our premises and the communities we operate in. The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. The Company has robust training programs and reporting mechanisms in place designed to ensure regulatory compliance and mitigate the risks associated with workplace injury and conducts regular safety audits. The Company has developed programs to promote a healthy and safe workplace, as well as progressive employment policies focused on the well-being of our employees who work in it. These policies and programs are reviewed regularly by the Board of Directors.

• The Company has been operating in a competitive environment since its inception. The Company has deep domain knowledge, state of art manufacturing facilities, a skilled workforce, delivery capabilities, efficient sales force, and economies of scale to help retain its competitive positioning amongst peers.

Succession plans have been identified for key roles including the depth of management talent throughout the Company and its subsidiaries. We invest heavily in "hiring right" and "talent development & engagement". This helps provide fulfilling careers to members in Urja.

• Urja has a dedicated in-house compliance team that manages these operations. We have knowledgeable consultants'' across the countries who support us in adhering to country-specific compliance requirements. Further, the Company has invested in compliance systems and processes to ensure that all its functions and units are aware of the laws and regulations to comply with and that adequate Monitoring mechanisms are put in place to ensure compliance. Urja appoints local business leaders and management teams who bring a strong understanding of the local operating environment and strong customer relationships.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. Their objective is to ensure efficient usage and protection of the Company''s resources, accuracy in financial reporting and due compliance of statutes and procedures. The existing system provides for structured work instructions and clearly laid down procedures for authorization and approval for the purchase and sale of goods and services. It also provides for reserved responsibility of custodial control with identified personnel, and use of computerized systems to ensure controls at source.

The Company has had a full-fledged in house Internal Audit Department manned by trained professionals till March 31, 2023. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised Audit plays a key role in providing assurance to the Board actions taken by the management are presented to the Audit Committee of the Board. The pre audit and post audit checks and reviews are being carried out to ensure follow up on the observations made by the audit teams.

The Audit Committee of the Board, in its periodic meetings, reviews the Internal Audit reports, the progress in implementation of their recommendations and the adequacy of internal control systems. The Company has a well-documented Risk Management System, which is reviewed by an active Steering Committee appointed by the Board of Directors. The risk registrar does identify a few risks, which are routine in nature and none of which present any significant impact. There is a mitigation system in place which addresses these risks as part of the routine management process.

Based on its evaluation (as defined in Section 177 of Companies Act 2013 and Regulation 18 of SEBI Regulations, 2015), the audit committee has concluded that, as of March 31, 2023, internal financial controls were adequate and operating effectively.

HUMAN RESOURCES

People power is one of the pillars of success at Urja. The Company employs nearly individuals across its various plants and branch locations, who share a passion for excellence. The key attributes of human capital at Urja are a rich knowledge base, expertise and experience.

The employee-management relations remained cordial throughout 2022-23. The human resource management system at Urja puts emphasis on rewarding merit based performance and raising the skill level of employees.

COMPANY''S PERFORMANCE REVIEWS

From an organisational standpoint, Urja Global Limited views FY 2022-23 as an eventful and somewhat challenging year. During 2022-23, the category turnover was at Rs. 4038.45 Lakhs, lower than the previous year. However, the growth remained high in comparison to the industry, partially due to high volume in sales. High inflation also impacted demand during the latter part of the year. The segment registered net profit before tax Rs.179.02 Lakhs during the year. The category is expected to grow strongly in the coming years with expansion of distribution and product range.

We have launched out E-scooter with two variants i.e. E-life and E-zess in October, 2021 to reduce vehicular pollution. M/s Urja Digital World Limited, a wholly-owned subsidiary of Urja Global Limited was incorporated on 2020, to carry out the online business of E- Urja, E - vehicles, E - connect, E-health & E-education, etc. at Urja Kendra''s. Through this initiative, the Company is looking to promote sales of Electric Vehicles. With declining costs and improving performance, LED products have been seeing increased adoption for general illumination applications. This is a positive development in terms of energy consumption, as LEDs use significantly less electricity per lumen produced than many traditional lighting technologies.

Solar power in India at the current level is already cheaper than electricity generated through diesel. Support from various Central and States governments for the solar power industry is continuously increasing.

FINANCIAL PERFORMANCE

During the year 2022-23 under review, the Company''s Net Sales were Rs. 3918.29/- Lakhs as against Rs.6238.75/-Lakhs last year. Net Profit was Rs. 134.09/- as against Rs. 66.20/-Lakhs last year.

• The Revenue and Expenses have decreased by Rs. 2337.62/- Lakhs and Rs. 2428.31/-Lakhs respectively thereby registering a decline of 36.66% and 38.61% respectively while Net Income of the Company has increased by Rs. 90.69/-Lakhs i.e. 50.65% in the year 2022-23.

PARTICULARS	FOR THE YEAR ENDED	FOR THE YEAR ENDED
	31.03.2023	31.03.2022
Total Revenue	4038.45	6376.07
Total Expenses	3859.43	6287.74
Net Income (l-Il)	179.02	88.33

• Similarly, the Current Assets and Current Liabilities of the Company has decreased by Rs. 4042.82/-Lakhs and Rs. 1493.61/-Lakhs for the year 2022-23, thereby registering a growth and decline of 45.60 and 33.07% respectively.

FINANCIAL PERFORMANCE

We have launched out E-scooter with two variants i.e. E-life and E-zess in October, 2021 to reduce vehicular pollution. M/s Urja Digital World Limited, a wholly-owned subsidiary of Urja Global Limited was incorporated on 2020, to carry out the online business of E- Urja, E - vehicles, E - connect, E-health & E-education, etc. at Urja Kendra''s. Through this initiative, the Company is looking to promote sales of Electric Vehicles. With declining costs and improving performance, LED products have been seeing increased adoption for general illumination applications. This is a positive development in terms of energy consumption, as LEDs use significantly less electricity per lumen produced than many traditional lighting technologies.

On behalf of the Board of Directors

URJA GLOBAL LIMITED

sd/-

MOHAN JAGDISH AGARWAL MANAGING DIRECTOR DIN: 07627568

SD/-

YOGESH KUMAR GOYAL WHOLE TIME DIRECTOR DIN:01644763

Date: 02.05.2023 Place: New Delhi

---

Mar 31, 2018

Report on the IND AS Financial Statements

We have audited the accompanying IND AS financial statements of URJA GLOBAL LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018,the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these IND AS 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(IND AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these IND AS 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 IND ASfinancial 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 IND ASfinancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

e) On the basis of the written representations received from the directors as on 31 st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Income Tax demand are as follows:

a. In Urja global limited Demand of Rs.368443/-(31 st march 2018) for the A.Y 2006-07 against which the company has filed an appeal with CIT(A) VI New Delhi

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

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

Annexure ‘A’

The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory Requirements”.

We report that:

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

b. As explained to us, fixed assets have been physically verified by the management.

ii. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a),(b) and (c)of the order are not applicable to the Company.

iv. In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

v. The company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act, 2013.

vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148of the Companies Act, 2013.

vii. i. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, , Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues to the extent applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, the company has income tax demand for a period of from A.Y. 2011-12 to 2017-18 aggregating amount ofRs.22,921,675/-.

ii. According to the information and explanations given to us, there is no amount payable in respect of income tax, service tax, sales tax, customs duty, excise duty, value added tax and cess whichever applicable, which have not been deposited on account of any disputes except the Income Tax demand of Rs.368443/-(31^st march 2018) for the A.Y 2006-07 against which the company has filed an appeal with CIT(A) VI New Delhi

viii. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank, Government or debenture holders, as applicable to the company.

x. Based on our audit procedures and according to the information given by the management, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) or taken any term loan during the year.

x. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us,we report that managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. The balances of debtors and creditors are subject to confirmations.

xvi. The company has not entered into non-cash transactions with directors or persons connected with him.

xvii. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For ASHM & Associates

Chartered Accountants

Firm’s Registration No. 005790C

Manoj Kumar Bajaj

Place: New Delhi Partner

Date: 26^th May 2018 M.No-091107

---

Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

To the Members of URJA GLOBAL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Urja Global Limited (‘the Company''), which comprise the Balance Sheet as at 31^st March, 2016 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act'') with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance & cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; Selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design ,implementation and maintenance of adequate internal financial controls ,that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 material misstatement.

An audit involves performing procedure 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 risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant of 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in sufficient and appropriate to provide a basis for our audit option on the Standalone financial statement.

Opinion

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

i) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March, 2016.

ii) In the case of Statement of Profit & Loss, of the Profit of the Company for the year ended on that date.

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016, (‘the order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure- A", a statement on the matters specified in paragraph 3 & 4 of the order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss dealt with in this report are in agreement with the books of accounts;

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

e) On the basis of written representations received from the directors, as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With the respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such control, refer to our separate Report in “Annexure- B”

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

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

ii) The Company did not have any long term contracts for which there were any material foreseeable losses.

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

Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date to the Standalone financial statements of the Company for the year ended March 31, 2016:

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

(b) The physical verification of Fixed Assets was conducted by the management at the year-end which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed during the year on such verification;

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of examination of the records of inventory. We are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the order is not applicable to the company and hence not commented upon.

(iv) According to the information and explanations given to us there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits during the year to which directives issued by the Reserve Bank of India and provisions of section 73 to 76 of the Companies Act, 2013 and rules framed there under.

(vi) The Company has not covered under sub-section (1) of section 148 of the companies Act, 2013, of the cost records to be maintained; hence clause (vi) Order is not applicable.

(vii) (a) As explained to us and as per the books and records examined by us, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Custom Duty, Wealth Tax, Sales Tax, Excise duty, Cess and other statutory dues have been generally deposited with the appropriate authority.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to bank or financial institutions. The Company did not have any outstanding in respect of debentures during the year;

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon;

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud / material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause

(xii) of the order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 & Section 188 of Companies Act, 2013

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him as per the provisions of section 192 of Companies Act, 2013.

(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.

We have audited the internal financial controls over financial reporting of URJA GLOBAL LIMITED as on March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of internal financial control over financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For & on behalf of P V R N & Co.

Chartered Accountants

Firm''s Registration No: 004062N

Pradeep Kumar Jindal

Partner

M.No: 082646

New Delhi, 28^th May, 2016

---

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Urja Global Limited ('the Company'), which comprises the Balance Sheet as at 31st 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; Selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 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 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, 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

( d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

( e) On the basis of the written representations received from the directors as on 31 March 2015, 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 (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. There were no pending litigations which would impact the financial position of the company.

ii. The company did not have any material foreseeable losses on long-term contracts including derivative contracts.

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

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Standalone Financial Statements for the year ended 31 March 2015, we report that:

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

(b) The physical verification of Fixed Assets was conducted by the management at the year-end which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

( c) On the basis of examination of the records of inventory. We are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on Verification between the physical stocks and the book records were not material.

iii. The Company has not granted any loans, secured or unsecured to any bodies corporate, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Accordingly, provisions of clauses 3(iii) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the activity carried out by the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year except the Income Tax by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us there are undisputed amounts payable in respect of income tax amounting to Rs.1,68,77,292/- outstanding as at 31 March 2015 for a period of more than six months from the date they became payable

b) The Company doesn't have any disputed dues of Cales Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited, except the Income Tax demand of Rs. 3,68,443/- for the A. Y. 2006-07 against which the company has filed an Appeal with CIT (A) VI, New Delhi.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company did not have any outstanding dues to Financial Institutions, Banks or Debenture holders during the year.

x. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xi. The Company did not have any term loans outstanding during the year.

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

For P V R-N & Co. Chartered Accountants Firm's Registration No: 004062N

Pradeep Kumar Jindal Partner M.No: 082646

New Delhi, 27th May 2015

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Circular No. 8/2014Dated 4 th April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General Circular No. 8/2014Dated 4 th April 2014 issued by the Ministry of Corporate Affairs.

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

(Referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report as under:

1. (a) The Company has maintained proper records of Fixed Assets showing full particulars, including Quantitative details and situation of fixed assets.

(b)The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed Assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not granted / taken secured or unsecured loan to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly, provisions of clauses 4(iii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

4. In our opinion and according to explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and with regard of the sale of goods. During the course of our audit, no major weakness has been noticed.

5. Based on the audit procedures applied by us and according to information and explanations given to us by the management, we are of the opinion that there were no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

8. The Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 to the Company.

9. (a) According to the information and explanations given to us by the company, the company is generally regular in depositing undisputed statutory dues with the appropriate authorities Sales Tax, Income Tax and other material dues applicable to the Company. According to the information and explanations given to us there are undisputed amounts payable in respect of Income Tax & TDS amounting to Rs. 95,38,924/-, outstanding as at 31 March, 2014 for a period of more than six months from the date they become payable.

(b)The Company doesn''t have any disputed dues of Sale Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited, except the income tax demand of '' 3,68,443/- for the A. Y. 2006-2007 against which the Company has filed an Appeal with CIT (A) VI, New Delhi.

10. The Company has not accumulated losses during the year. It has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

11. The Company has no dues payable to a financial institution or bank or debenture.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt/traded in securities or debentures during the year.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

16. According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

17. On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31 March, 2014 we find that the funds raised on a short term basis have not been used for long term investment and vice versa.

18. On the basis of information received from the management we report that the company has not made preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised monies by way of public issue during the year.

21. According to the information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For PVR-N & Co. Chartered Accountants Firm Registration No: 004062N

Pradeep Kumar Jindal Partner M.No. 082646

New Delhi, 28 May, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Urja Global Limited (hereinafter referred to as "the Company ), which comprises the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''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 accounting principles generally accepted in India, including the 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.

Auditors'' 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 financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

(Referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report as under:

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

(b) The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed Assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not granted / taken secured or unsecured loan to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, provisions of clauses 4(iii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

4. In our opinion and according to explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and with regard of the sale of goods. During the course of our audit, no major weakness has been noticed.

5. Based on the audit procedures applied by us and according to information and explanations given to us by the management, we are of the opinion that there were no transactions which needs to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

8. The Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 to the Company.

9.(a) According to the information and explanations given to us by the company, the company is generally regular in depositing undisputed statutory dues with the appropriate authorities Sales Tax, Income Tax and other material dues applicable to the Company. According to the information and explanations given to us there are undisputed amounts payable in respect of Income Tax & TDS amounting to Rs. 59,67,812/-, outstanding as at 31st March, 2013 for a period of more than six months from the date they become payable.

(b) The Company doesn''t have any disputed dues of Sale Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited, except the income tax demand of Rs. 3,68,443/- for the A. Y. 2006-2007 against which the Company has filed an Appeal with CIT (A) VI, New Delhi.

10. The Company has not accumulated losses during the year. It has not incurred any cash losses during the current financial year and in the immediately preceding financial year.

11. The Company has no dues payable to a financial institution or bank or debenture.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt/traded in securities or debentures during the year.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

16. According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

17. On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March, 2013 we find that the funds raised on a short term basis have not been used for long term investment and vice versa.

18. On the basis of information received from the management we report that the company has not made preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised monies by way of public issue during the year.

21. According to the information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For PVR-N & Co.

Chartered Accountants

Registration No: 004062N

Pradeep Kumar Jindal

Partner

M.No. 082646

New Delhi, 30th May, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Urja Global Limited as at 31st March 2012, and also the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date together with annexure thereto.

These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books;

c) The said Balance Sheet, Profit and Loss account and Cash Flow Statement are in agreement with the books of accounts;

d) In our opinion the Balance Sheet and the Profit and Loss Account comply with the Accounting Standard referred it in sub Section (3C) of Section 211 of the Companies Act 1956;

e) On the basis of the written representation received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified from being appointed as Director under clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act,1956 in the manner so required and also give a true and fair view ;

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

ii. In the case of Profit & loss Account, of Profit for the year ended on that date; and

iii. In the case of cash flow statement of the cash flow for the year ended on that date.

Referred to in paragraph 1 of our report of even date,

1.(a) The Company has maintained proper records of Fixed Assets showing full particulars, including Quantitative details and situation of fixed assets.

(b) The physical verification of the Fixed Assets was conducted by the management at the yearend which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed Assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and with regard of the sale of goods. During the course of our audit, no major weakness has been noticed.

5. Based on the audit procedures applied by us and according to information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

8. The Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 to the Company.

9.(a) According to the information and explanations given to us by the company, the company is generally regular in depositing undisputed statutory due with the depositing authorities. According to the information and explanations given to us there are undisputed amounts payable in respect of Income Tax & TDS were outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

(b) The Company doesn't have any disputed dues of Sale Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited except the income tax demand of Rs. 368443/- for the A. Y. 2006-2007 against which the company has filed an Appeal with CIT (A) VI, New Delhi.

10. The Company has not accumulated losses during the year. It has not incurred any cash losses during the current financial year and in the immediate financial year.

11. In our opinion and according to the information and explanation given to us by the management we are of the opinion that the Company has not defaulted in the repayment of dues to financial institution or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt /traded in securities or debentures during the year.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

16. According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

17. On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March, 2012 we find that the funds raised on a short term basis have not been used for long term investment and vice versa.

18. On the basis of information receive d from the management we rep ort that the company has not made preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised monies by way of public issue during the year.

21. According to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

As per our Report annexed

For PVR-N & Co.

Chartered Accountants

Sd/-

Place: New Delhi Pradeep Kumar Jindal

Date: 12.05.2012 Partner

M. No. - 082646

---

Mar 31, 2011

We have audited the attached Balance Sheet of Urja Global Limited as at 31st March 2011, and also the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date together with annexure thereto.

These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books;

c) The said Balance Sheet, Profit and Loss account and Cash Flow Statement are in agreement with the books of accounts;

d) In our opinion the Balance Sheet and the Profit and Loss Account comply with the Accounting Standard referred it in sub Section (3C) of Section 211 of the Companies Act 1956;

e) On the basis of the written representation received from the Directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Director is disqualified from being appointed as Director under clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act,1956 in the manner so required and also give a true and fair view ;

i. In the case of Balance Sheet, of state of affairs of the company as at 31st March 2011;

ii. In the case of Profit & loss Account, of Profit for the year ended on that date; and

iii. In the case of cash flow statement of the cash flow for the year ended on that date.

Annexure To The Auditors' Report Referred to in paragraph 1 of our report of even date,

1.(a) The Company has maintained proper records of Fixed Assets showing full particulars, including Quantitative details and situation of fixed assets.

(b) The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed Assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 . In our opinion and according to explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and with regard of the sale of goods. During the course of our audit, no major weakness has been noticed.

5. Based on the audit procedures applied by us and according to information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6 . The Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

8. The Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 to the Company.

9.(a) According to the information and explanations given to us by the company, the company is generally regular in depositing undisputed statutory due with the depositing authorities. According to the information and explanations given to us there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Sales Tax, Custom Duty and Excise Duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they become payable.

(b) The Company doesn't have any disputed dues of Sale Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited except the income tax demand of Rs. 368443/- for the A. Y. 2006-2007 against which the company has filed an Appeal with CIT (A) VI, New Delhi.

10. The Company has not accumulated losses during the year. It has not incurred any cash losses during the current financial year and in the immediate financial year.

11. In our opinion and according to the information and explanation given to us by the management we are of the opinion that the Company has not defaulted in the repayment of dues to financial institution or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other secur ities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt/traded in securities or debentures during the year.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

16. According to the information and explanations given to us, the Company did not have any term loan outstanding during the year.

17. On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March, 2011 we find that the funds raised on a short term basis have not been used for long term investment and vice versa.

18. On the basis of information received from the management we report that the company has not made preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised monies by way of public issue during the year.

21. According to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

As per our Report annexed

For P V R N & Co.

Chartered Accountants

Sd/-

Place: New Delhi Pradeep Kumar Jindal

Date: 14.05.2011 Partner

M. No. – 082646

F. Regn. No. 004062N

---

Mar 31, 2010

We have audited the attached Balance Sheet of Urja Global Limited as at 31st March 2010, and also the Profit & Loss Account of the said company for the year ended on that date together with annexure thereto.

These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1) As required by the Companies (Auditors Report) Order 2003, issued by the Central Govern- ment of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books;

c) The said Balance Sheet, Profit and Loss account and Cash Flow Statement are in agreement with the books of accounts;

d) In our opinion the Balance Sheet and the Profit and Loss Account comply with the Account ing Standard referred it in sub section (3C) of Section 211 of the Companies Act 1956;

e) On the basis of the written representation received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Director is disquali fied from being appointed as Director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and also give a true and fair view ;

i. In the case of Balance Sheet, of state of affairs of the company as at 31st March 2010; ii. In the case of Profit & loss Account, of Profit for the year ended on that date; and iii. In the case of cash flow statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date,

1. (a) The Company has maintained proper records of Fixed Assets showing full particulars, including Quantitative details and situation of fixed assets.

(b) The physical verification of the Fixed Assets was conducted by the management at the year end which is in our opinion is reasonable having regard to the size of the Company and nature of its Fixed Assets. No material discrepancies were noticed during the year on such verification.

(c) There was no disposal of Fixed Assets during the year.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not granted / taken unsecured loans to / from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and with regard of the sale of goods. During the course of our audit, no major weakness has been noticed.

5. Based on the audit procedures applied by us and according to information and explanations given to us by the management, we are of the opinion that there was no transaction need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from public within the meaning of sections 58A and 58AA of the Companies Act, 1956.

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

8. The Central Government has not prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 to the Company.

9.(a) According to the information and explanations given to us by the company, the company is generally regular in depositing undisputed statutory due with the depositing authorities. Ac- cording to the information and explanations given to us there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Sales Tax, Custom Duty and Excise Duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

(b) The Company doesnt have any disputed dues of Sale Tax, Income Tax, Wealth Tax, Excise Duty and Customs etc. which have not been deposited except the income tax demand of Rs. 368443/- for the A. Y. 2006-2007 against which the company has filed an Appeal with CIT (A) VI, New Delhi.

10. The accumulated losses of the company are not more than fifty percent of its net worth. It has not incurred any cash losses during the current financial year and in the immediate financial year.

11. In our opinion and according to the information and explanation given to us by the management we are of the opinion that the Company has not defaulted in the repayment of dues to financial institution or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund/societies.

14. As informed and explained to us, the company has not dealt/traded in securities or debentures during the year.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken by its associates or subsidiaries from bank or financial institutions.

16. According to the information and explanations given to us, the Company did not have any term loan outstand- ing during the year.

17. On the basis of information received from the management and based on our examination of the Balance Sheet of the Company as at 31st March, 2010 we find that the funds raised on a short term basis have not been used for long term investment and vice versa.

18. On the basis of information received from the management we repot that the company has not made preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised monies by way of public issue during the year.

21. According to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

As per our Report annexed

For P V R N & Co.

Chartered Accountants

Sd/-

Pradeep Kumar Jindal

Partner

M. No. - 082646

Place: New Delhi F. Regn. No.- 004062N

Date: 15.05.2010

---

Mar 31, 2009

We have audited the attached balance sheet of Commitment Capital Services Ltd, as at 31st March 2009, and also the Profit & Loss Account of the said company for the year ended on that date together with annexure thereto.

These financial statements are the responsibility of the companys management.

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the companys (auditors report) order 2003, issued by the Central Government of India in terms of section 227(4a) of the companys act, 1956,we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2) Further to our comments in the annexure referred to in paragraph 1 above, we report that: -

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books;

c) The balance sheet and the profit and loss account dealt with by this report are in agreement with the books of accounts;

d) In our opinion the balance sheet and the profit and loss account comply with the accounting standard referred it in sub section (3c) of section 211 of the companys act 1956;

e) On the basis of the written representation received from the directors as on 31 st March 2009 and taken on record by the Board of directors we report that none of the director is disqualified from being appointed as director under clause (g) of sub-section (1) of section 274 of the Companys Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us , the accounts read with the significant accounting policies and notes thereon, give the information required by the Companys Act,1956.in the manner so required and also give a true and fair view ;

i) In the case of Balance Sheet, of state of affairs of the company as at 31st March 2009. and

ii) In the case of Profit & loss Account, of Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE,

1. (a) The Company has maintained propei records showing full particulars including Quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the manar3tnent. No material Discrepancies were noticed during the year on such verification.

(c) There has been no sale of substantial part of the Fixed assets during the year And therefore, it does not affect the going concern assumption.

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has not taken/given loans to the parties covered under section 301 of the Companys Act, 1956.

4. In our opinion and according to explanation given to us, there are adequate internal Controls Procedures commensurate with the size of the company and nature of its Business with regard to purchases of inventory, fixed assets and with regard to the Sale of goods. During the course of our audit, no major weakness has been noticed in The internal controls.

5. Based on the audit procedures applied by us and according to information and explanations given to us ,the transactions that need to be entered into the register maintained under section 301 have been so entered.

6. The provisions of sections 58A and 58AA of the Companies Act, 1956 are not applicable to company as no deposits were accepted during the year under audit.

7. In our opinion the company has an internal audit system commensurate with the size And nature of its business.

8. According to the records of the company, the company is regular in depositing with Appropriate authorities undisputed statutory dues including provident fund, investor Education protection fund employees state insurance, income tax, sales tax, wealth Tax, custom duty, excise duty, cess and other statutory dues applicable to it.

9. According to the information and explanations given to us no undisputed amount is Payable.

10. The accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and incurred cash loss immediately preceding financial year.

11. Based on our examination of documents and records, we are of the opinion that the company has maintained adequate records where the company has granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The company has not given any guarantee for loans taken by others from banks or financial institutions.

13. The company has not raised any term loan therefore this clause is not applicable.

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

15. Based on our examination of records and the information provided to us by the management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

16. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported to us by management.

For S. Suresh & Co.

Chartered Accountants

sd/- Place : New Delhi S. Suresh

Date : 25th May, 2009 Proprietor