Auditor Report of Varun Mercantile Ltd.

Mar 31, 2024

We have audited the Financial Statements of Varun Mercantile Limited (“the Company”),
which comprise the Balance Sheet as at 31st March 2024, the statement of Profit and Loss
(including Other Comprehensive Income), the statement of Changes in Equity and
Statement of Cash Flows for the year ended on that date, and notes to the Financial
Statements, including a summary of significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid Financial Statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as
at March 31, 2024, its Profit, including other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on
Auditing (SAs) 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 (ICAI) 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 ICAI''s Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Financial Statements.

Key Audit Matters

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

We have determined the matters described below to be the key audit matters to be
communicated in our report.

Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the
Company as it is an unlisted company.

Information Other Than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include
the Financial Statements and our auditors'' report thereon.

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

In connection with our audit of the Financial Statements, our responsibility is to read the
other information and, in doing so, consider whether such other information is materially
inconsistent with the Financial Statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibility of the Management for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these Financial
Statements that give a true and fair view of the financial position, financial performance
including other comprehensive income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility
also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial 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.

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

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

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

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

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

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

• Conclude on the appropriateness of management''s use of going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in
the Financial Statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our

auditor''s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied
with the relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matter that may be reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by
the Central Government 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, based on our audit we report that:

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls with reference to
Financial Statements and the operating effectiveness of such controls, refer to our
separate report in “Annexure B” to this report.

g) With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of Section 197(16) of the Act, as amended, in our
opinion and according to the information and explanation given to us, the same are
not applicable to the Company

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, as
amended in our opinion and to the best of our information and according to the
explanations given to us:

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

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

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

iv. (a) The management has represented that, to the best of its knowledge and

belief, no funds have been advanced or loaned or invested (either from
borrowed funds or securities premium or any other sources or kind of
funds) by the Company to or in any person(s) or entity(ies), including
foreign entities (‘the intermediaries''), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (‘the Ultimate
Beneficiaries'') or provide any guarantee, security or the like on behalf
the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and
belief, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities (‘the Funding Parties''), with the
understanding, whether recorded in writing or otherwise, that the
Company shall, whether directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf

of the Funding Party (‘Ultimate Beneficiaries'') or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The company has not declared any dividend for the year ended 31st March,
2024.

vi. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with.

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

For N J Karia & Associates

Chartered Accountants

(Registration No: 106742W)

Dipika G Patel

Partner

Membership No.: 146359

UDIN: 24146359BKAJPC8314

Place: Mumbai

Date: 22/05/2024

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Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

(iii) 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 Section 227(4A) 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 sub-section (3) of section 227 of the Act, we report that:

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

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

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

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss & the cash Flow statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 1 under the "Report on other Legal and Regulatory Requirements" section of our report of even date of Varun Mercantile Limited for the year ended March 31, 2014)

1. In respect of its fixed assets :

(a) Since the Company does not have any Fixed assets during the year, therefore the clause 4(i) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

2. Since the Company does not have any inventories during the year under report, clause 4 (ii) of the Companies (Auditor Report) Order, 2003 is not applicable.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, therefore clause (iii) (a) to (d) of paragraph 4 of the order are not applicable to the company.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause (iii) (e), (f) and (g) of paragraph 4 of the Order is not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the Company and nature of its business. During the course of audit, we have not observed any major weaknesses in internal controls. However during the year there is no purchase of Inventories and Fixed Assets and sales of goods and services.

5. According to the information and explanations given to us, there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act,1956

6. The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

8. To the best of our knowledge and according to the information and explanations given to us Central Government has not prescribed maintenance of Cost records under section 209 (1) (d) of the Companies Act,1956.

9. (i) According to records of the Company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues, wherever applicable, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us , no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2014 for a period of more than six months from the date they became payable.

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

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the Current financial year covered by the audit and in the immediately preceding financial year.

11. The Company has not borrowed any amounts from financial institutions, banks or by way of debentures during the year under audit.

12. In our opinion and according to the explanations given to us and based on the information available no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. The Company has maintained proper records of transaction and contracts and made timely entries therein in respects of investments made by the Company. The Company''s investments are held in its own name.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loans during the year.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not raised short-term funds during the year.

18. During the year, the Company has not made any preferential allotment of shares to a parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. During the period covered by our report, the company has neither issued any debentures nor created security in respect of debentures.

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

21. As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For A. T. JAIN & CO. Chartered Accountants (Registration No.l03886W)



S.T.JAIN Partner Membership No.33809

PLACE : MUMBAI DATED : 30.05.2014

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Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 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.

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

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

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

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

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

(v) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the "state of affairs" of the company as at 31st March, 2012;

(b) in the case of the Statement of Profit and Loss Account, of the "Loss" of the Company for the year ended on that date, and

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

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

1. In respect of its fixed assets :

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

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

c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern.

2. Since the Company does not have any inventories during the year under report, clause 4 (ii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a), (b), (c) & (d) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

4. The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (e), (f) and (g) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the Company and nature of its business. During the course of audit, we have not observed any major weaknesses in internal controls. However during the year there is no purchase of Inventories and Fixed Assets and sales of goods and services.

6. According to the information and explanations given to us, there are no Contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956

7. The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

9. To the best of our knowledge and according to the information and explanations given to us Central. Government has not prescribed maintenance of Cost records under section 209 (1) (d) of the Companies Act, 1956.

10. (i) According to records of the Company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues, wherever applicable, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

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

11. The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during current financial year. However the Company had not incurred cash losses in the immediately preceding financial year.

12. The Company has not borrowed any amounts from financial institutions, banks or by way of debentures during the year under audit.

13. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

15. The Company has maintained proper records of transaction and contracts and made timely entries therein in respects of investments made by the Company. The Company's investments are held in its own name.

16. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

17. The Company has not taken any term loans during the year.

18. According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not raised short-term funds during the year.

19. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The Company has not raised any monies by way of debentures during the year.

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

22. As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.



For A. T. JAIN & CO. Chartered Accountants (Registration No. 103886W)

(S. T. JAIN) Partner Membership No. 33809

PLACE : MUMBAI DATED: May 30, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Varun Mercantile Limited, as at 31st March, 2010 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the "state of affairs" of the company as at 31st March, 2010;

(b) in the case of the Profit and Loss Account, of the "Profit" of the Company for the year ended on that date, and

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

ANNEXURE TO AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

1. In respect of its fixed assets :

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

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

c) As per the information and explanations given to us, during the year, the Company has not disposed off any substantial part of fixed assets that would affect the going concern.

2 Since the Company does not have any inventories during the year under report, clause 4 (ii) of the Companies (Auditors Report) Order,2003 is not applicable.

3 The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a), (b), (c) & (d) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

4 The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (e), (f) and (g) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

5 In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the Company and nature of its business. During the course of audit, we have not observed any major weaknesses in internal controls. However during the year there is no purchase of Inventories and Fixed Assets and sales of goods and services.

6 According to the information and explanations given to us, there are no Contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act,1956

7 The company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

9 To the best of our knowledge and according to the information and explanations given to us Central Government has not prescribed maintenance of Cost records under section 209 (1) (d) of the Companies Act, 1956.

10 (i) According to records of the Company undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues, wherever applicable, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March.2010 for a period of more than six months from "^-Q^the date they became payable.

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

11 The Company has no accumulated losses and it has not incurred any cash losses either during the financial year covered by our audit and in the immediately preceding financial year.

12 The Company has not borrowed any amounts from financial institutions, banks or by way of debentures during the year under audit.

13 In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14 In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, clause 4(xiii)of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

15 The Company has maintained proper records of transaction and contracts and made timely entries therein in respects of investments made by the Company. The Companys investments are held in its own name.

16 The Company has not given any guarantees for loans taken by others from banks or financial institutions.

17 The Company has not taken any term loans during the year.

18 According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not raised short-term funds during the year.

19 During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20 The Company has not raised any monies by way of debentures during the year.

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

22 As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For A. T.JAIN & CO.

Chaffered Accountant (Redis|rati6n No.103886W)

S.T JAIN Partner Membership No: 33809

PLACE :MUMBAI

DATED :2nd September, 2010