Auditor Report of Websol Energy Systems Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of
Websol Energy System Limited (''the Company’), which
comprise the Balance Sheet as at 31^st March, 2025, the Statement
of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows
for the year ended on that date, and notes to the Financial statement
including a summary of the material accounting policies and other
explanatory information (herein after referred to as “financial
statements”).

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the
manner so required and give a true and fair view in conformity with
the Indian Accounting Standards notified under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time (hereinafter referred to as “Ind
AS”) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31^st March, 2025, and its
profit (including other comprehensive income), changes in equity
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India ( ICAI’) together with the ethical
requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements 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.

We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements section
of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
financial statements.

Key Audit Matter

Auditor’s Response

The Company has material uncertain tax demands in respect of matters under dispute as disclosed in Note 35.1 of the financial statements amounting to Rs. 7,506.54 lakh which involves significant judgement to determine the possible outcome of these disputes. Taxation matters have been identified as a key audit matter due to ) Significance of these amounts and number of disputed matters with tax authorities. i) Significant judgement and assumptions required in assessing the exposure of each case to evaluate whether there is a need to set up a provision and measurement of exposures as well as the disclosure of contingent liabilities. The treatment of taxation cases requires significant judgement due to the complexity of the cases and timescale for resolution.

Our Audit procedures based on which we arrived at conclusion regarding reasonableness of the disclosures and accounting for Liability for Taxation include the following: i) We obtained understanding, evaluated the design, and tested the operating effectiveness of the controls related to the identification, recognition and measurement of provisions for disputes, potential claims and litigation, and contingent liabilities. ii) We obtained details of legal and tax disputed matters and evaluation made by the management and assessed management’s position through discussions on both the probability of success in significant cases, and the magnitude of any potential loss. iii) We read external legal opinions (where considered necessary) and other evidence to corroborate management’s assessment of the risk profile in respect of legal claims. iv) We assessed the relevant disclosures made in the financial statements for compliance in accordance with the requirements of Ind AS 37.

Key Audit Matter

Auditor’s Response

Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in accordance with Ind AS 115 ‘Revenue from Contracts with Customers” (Ind AS 115) The application of Ind AS 115 involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period. Additionally, the revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Refer Notes 2.7 and 22 to the Financial Statements

Our procedures, in relation to revenue recognition for those contracts, included: • Understanding and evaluating the design and testing the operating effectiveness of controls in respect of revenue recognition • Reading the underlying contracts with customers and advances received • Assessing the appropriateness of information, such as order and invoice etc. • Evaluating the assumptions used by the Management in ascertaining performance obligation is satisfied over time or at a point in time in accordance with Ind AS 115. • Selected a sample of invoice and related documents, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price, satisfaction of performance obligation at a point of time and in recording and disclosing revenue in accordance with Ind AS 115. Based on the above procedures performed we did not find any significant exceptions in revenue recognized in the financial statements.

Information Other than the Financial Statements
and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the other
information. The other information comprises the Management
Discussion and Analysis, Board’s Report, including Annexures
to Board’s Report and Shareholder’s Information included in
the Company’s annual report, but does not include the financial
statements and auditor’s report thereon. The Company’s annual
report is expected to be made available to us after the date of this
auditor’s report.

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

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above when
it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. When we read the annual report, if we conclude
that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as
required under SA 720 ''The Auditor’s responsibilities Relating to
Other Information’.

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

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

In preparing the financial statements, 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.

That Board of Directors are also responsible for overseeing the
company’s financial reporting process.

Auditor’s Responsibility for the audit of the
Financial Statements

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

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

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

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

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

¦ Conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we 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 relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”) issued by the Central Government 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 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 except for the
matters stated in the paragraph 2(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

(c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash flows
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 31^st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31^st March, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

(f) The modifications relating to the maintenance of accounts
and other matters connected therewith are as stated in the
paragraph 2(b) above on reporting under Section 143(3)
(b) of the Act and paragraph 2(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

(g) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”. Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls
over financial reporting.

(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 has disclosed the impact of
pending litigations on its financial position in its
financial statements- Refer Note No. 35.1 to the
financial statements.

ii. The Company did not have any long-term contracts
including derivatives 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

iv. (a) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) 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 or entity,
including foreign entity (“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, no funds
(which are material either individually or in the
aggregate) have been received by the Company

from any person or entity, including foreign entity
(“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;

(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

v. The Company has not declared or paid any dividend
during the year.

vi. Based on our examination, the Company has used
accounting software for maintaining its books of
account for the financial year ended 31^st March, 2025
which has a feature of recording audit trail (edit log)
facility. However, the accounting software did not have
the audit trail feature enabled throughout the year.

Further, in the absence of audit trail feature enabled
during the year, instance of tampering of the audit trail
feature could not be commented upon.

Furthermore, the Company has not preserved the
Audit trail (edit log) as per the statutory requirements
for record retention.

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

For G.P. Agrawal & Co.

Chartered Accountants
Firm’s Registration No. - 302082E

(CA. Ajay Agrawal)

Partner

Membership No. 017643
Place of Signature: Kolkata UDIN: 25017643BMJBGO2635

Date: The 15^th day of May, 2025

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Mar 31, 2024

We have audited the accompanying Financial Statements of Websol Energy System Limited (‘the Company''), which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the Financial statement including a summary of the significant accounting policies and other explanatory information (herein after referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, and its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements 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.

We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Key Audit Matter	Auditor''s Response
Recognition of Deferred tax assets and liabilities	Our audit procedures based on which we arrived at the
Deferred tax assets pertaining to Unabsorbed depreciation and carried forward losses has been continued in the books of accounts	conclusion regarding reasonableness of the recognition of deferred tax assets include the following:
in this year. Recognition of deferred tax assets and liabilities is based	• Evaluation of the temporary differences and utilization/
on expected utilization and/ or reversal thereof considering the	reversal of deferred tax assets and liabilities based on
management''s projection of future taxable income of the company.	internal forecasts by the management and resultant
This involves estimation of future operations and profitability based	impact on future taxable income of the Company.
on assumptions and anticipations which may be in variance with the	• The above includes critical review of underlying
actual happening.	assumptions for consistency and arriving at reasonable level of probability on the matters with due regard to the current and past results and performances, as required in terms of Ind AS 12 ‘Income Taxes'' and principles in this regard. • Review of management''s assumption with respect to profit in future periods and taxability thereof and placing reliance on such assumptions and projections given the current scale of operations, new solar project in progress and prevailing conditions and situations.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Shareholder''s Information but does not include the financial statements and our auditor''s report thereon. The Annual report is expected to be made available to us after the date of this auditor''s report.

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

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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.

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

Auditor’s Responsibility for the audit of the Financial Statements

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

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

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

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

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

¦ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we 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 relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government 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 the paragraph 3 and 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 account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash flows 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 31^st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note No. 34.1 to the financial statements.

ii. The Company did not have any long-term contracts including derivatives 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.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity (“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, no funds (which are material either individually

or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, and as per information and explanation provided to us, the Company has used accounting software for maintaining its books of account for the financial year ended 31^st March, 2024 which have a feature of recording audit trail (edit log) facility and the same has enabled and operated throughout the year for all relevant transactions recorded in the software.

Further, as per information and explanation provided to us, during the course of our audit we

did not come across any instance of the audit trail feature being tampered with.

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

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

For G.P Agrawal & Co.

Chartered Accountants

Firm''s Registration No. - 302082E

(CA. Sunita Kedia)

Partner

Membership No. 060162

UDIN: 24060162BKAJUU9921

Place of Signature: Kolkata

Date: The 29^th day of May, 2024

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Mar 31, 2023

Websol Energy Systems Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Websol Energy System Limited (‘the Company’), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the Financial statement including a summary of the significant accounting policies and other explanatory information (herein after referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, and its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements 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.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Key Audit Matter	Auditor’s Response
Recognition of Deferred tax assets and liabilities Deferred tax assets pertaining to Unabsorbed depreciation and carried forward losses amounting to Rs. 3,036.86 Lakh as on 31st March, 2023, which includes amount recognised in earlier years has been continued in the books of accounts in this year. Recognition of deferred tax assets and liabilities is based on expected utilization and/ or reversal thereof considering the management’s projection of future taxable income of the company. This involves estimation of future operations and profitability based on assumptions and anticipations which may be in variance with the actual happening.	Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the recognition of deferred tax assets include the following: • Evaluation of the temporary differences and utilization/ reversal of deferred tax assets and liabilities based on internal forecasts by the management and resultant impact on future taxable income of the Company. • The above includes critical review of underlying assumptions for consistency and arriving at reasonable level of probability on the matters with due regard to the current and past results and performances, as required in terms of Ind AS 12 ‘Income Taxes’ and principles in this regard. • Review of management’s assumption with respect to profit in future periods and taxability thereof and placing reliance on such assumptions and projections given the current scale of operations, new solar project in progress and prevailing conditions and situations.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report and Shareholder’s Information but does not include the financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

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

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

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

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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.

That Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility for the audit of the Financial Statements

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

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

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

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we 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 relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government 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 the paragraph 3 and 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 account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash flows 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 31^st March, 2023 taken on record by the Board of Directors, none of the directors

is disqualified as on 31 ^st March, 2023 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note No. 34.1 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were 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 (which are material either individually or in the aggregate) 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 or entity, including foreign entity (“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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“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;

(c ) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1^st April, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not

applicable for the financial year ended 31 ^st March, 2023.

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

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Mar 31, 2018

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Websol Energy System Limited (''the Company’), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act’) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. 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 these 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under Section 143(11) of the Act.

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 auditors’ 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

EMPHASIS OF MATTERS

We draw attention to the matter that the confirmations in respect of balances of Sundry Debtors, Sundry Creditors and Advances from and to various parties have not been received in all cases. However, we do not modify our opinion on this matter.

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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 relating to the preparation of the financial statements 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 maintained for the purpose of preparation of these financial statements.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the Directors as on March 31, 2018, taken on record by the Board of Directors, none of the Directors is disqualified, as on March 31, 2018, 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 A’. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Independent Auditors’ 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 on its financial position in its financial statements. (Refer Note 37)

ii) The Company has made provision in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii) The Company has transferred to the Investor Education and Protection Fund (IEPF), the following amounts, which was required to be transferred :

Description	Rs. In Lakhs	Transferred on
Unclaimed Dividend	2.67	22 - 05 - 2017
Unclaimed Dividend	2.93	22 - 05 - 2017

2. As required by the Companies (Auditor’s Report) Order, 2016 (''the Order’) issued by the Central Government in terms of Section 143(11) of the Act, we give in ''Annexure B’ a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure ''A'' to the Independent Auditors'' Report

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

We have audited the internal financial controls over financial reporting of Websol Energy System Limited (''the Company’) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended and as 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 (the ''Guidance Note’). 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 Act.

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 Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the 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 may cause material weakness and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ 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 CONTROLS 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 controls 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, to the best of our information and according to the explanations given to us, 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, 2018, 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.

Annexure ''B'' to the Independent Auditors'' Report

(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on Companies (Auditor''s Report) Order, 2016 (‘the Order'') issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (‘the Act'') of Websol Energy System Limited (‘the Company'')

1. In respect of the Company’s fixed assets:

(a) The records maintained by the Company are incomplete and currently being updated to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, the discrepancies, if any, between the book records and physical verification can be determined on updation of the book records.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the relevant records provided to us, we report that, the Land as mentioned in the Financial Statements is leasehold Land and the Lease agreement is in the name of the Company.

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and discrepancies noticed on such physical verification were not material and those immaterial discrepancies have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

5. The Company has not accepted deposits during the year under report and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company’s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014 as amended by the Companies (Cost Records and Audit) Amendment Rules, 2014 dated December 31, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has made delayed deposits with appropriate authorities, the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Value Added Tax, Cess and other statutory dues as applicable to it.

(b) As per the information and explanations given to us the following undisputed amounts in respect of the above mentioned statutory dues were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable:

Name of Statute	Nature of Dues	Amount (Rs. In Lakhs)
Delhi Value Added	Delhi Value Added	51.76
Tax Act, 2004	Tax
Finance Act, 1994	Service Tax and Works Contract Service Tax at Delhi	00.18

(c) Details of statutory dues which have not been deposited as at March 31, 2018 on account of dispute are given below:

Nature of dues	Forum where dispute is pending	Amount (Rs. In Lakhs)	Remarks
Excise Duty and Penalty	Settlement Commission	216.55	The Company had paid H100.00 Lakhs against this demand in the year 2004-05.
Excise Duty and Penalty	High Court at Kolkata	57.12
Excise Duty and Penalty	High Court at Kolkata	13.87
Income Tax Act Penalty	Commissioner of Income Tax (Appeals)	628.05	The Company has paid H55.00 Lakhs against this demand and has submitted a petition for stay of this demand.

8. The Company had Foreign Currency Convertible Bonds ("FCCBs") amounting to US$ 12.00 million, out of which FCCBs of the value US$ 6.43 million has been converted into 47,02,667 Equity Shares of the Company during the year under report as per the rates approved by regulators and shareholders.

The Company did not have any borrowing from financial institutions or Government.

9. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, wherever applicable, for all transactions with the related parties and the details of related party transactions, if any, have been disclosed in the financial statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For T. MORE & CO.

Chartered Accountants

Firm Regn. No.327844E

TANISHA MORE

Proprietor C.A.

Membership No. 301569

Place : Kolkata

Date : the 11th June, 2018

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Mar 31, 2016

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of WEBSOL ENERGY SYSTEM LIMITED (''the Company^, which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. 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 these 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 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 and the Order under Section 143(11) of the Act.

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 auditors'' 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

EMPHASIS OF MATTERS

We draw attention to the matter that the confirmations in respect of balances of Sundry Debtors, Sundry Creditors and Advances from respective parties have not been received in all cases. However, we do not modify our opinion on this matter.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flow for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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 relating to preparation of the financial statements 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 maintained for the purpose of preparation of these financial statements.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the Directors as on March 31, 2016, 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. However, the Company had in an earlier year issued Foreign Currency Convertible Bonds (“FCCBS") which were to be redeemed or converted into Equity Shares in the Company by November, 2012, but, due to fall in market price of Company''s shares, the same were neither converted nor were redeemed and are still outstanding. Among the then Directors, only Managing Director is still on the Board. After the date of the Balance Sheet under report, the Company, in an Extra Ordinary General Meeting of its members held on May 26, 2016, has obtained the sanction of its members to re-structure the FCCBs on revised terms and conditions including reducing the value of FCCBs to US$ 12,000,000 and complete waiver of accrued interest. The re-structured FCCBs are proposed to be redeemed latest by May 1, 2021 if not redeemed or converted earlier than that date.

(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 A''. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Independent Auditors'' 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 on its financial position in its financial statements. (Refer No. 40)

ii) The Company has made provision in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii) The Company has not transferred a sum of Rs.2.67 Lakhs to the Investor Education and Protection Fund (IEPF) which was required to be transferred by September 27, 2015.

2. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11) of the Act, we give in ''Annexure B'' a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) Report on Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (''the Act'') of Websol Energy System Limited (''the Company'')

1. In respect of the Company''s fixed assets:

(a) The records maintained by the Company are incomplete and currently being updated to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, the discrepancies, if any, between the book records and physical verification can be determined on updation of the book records.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the relevant records provided to us, we report that, the Land as mentioned in the Financial Statements is Leasehold Land and the Lease agreement is in the name of the Company.

2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and discrepancies noticed on such physical verification were not material and those immaterial discrepancies have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

5. The Company has not accepted deposits during the year under report and does not have any unclaimed deposits as at March 31, 2016 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company''s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014 as amended by the Companies (Cost Records and Audit) Amendment Rules, 2014 dated December 31, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has made delayed deposits with appropriate authorities, the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Value Added Tax, Cess and other statutory dues as applicable to it.

(b) As per the information and explanations given to us the following undisputed amounts in respect of the abovementioned statutory dues were outstanding as at March 31, 2016 for a period of more than six months from the date they became payable:

Name of Statute	Nature of Dues	Amount (Rs. In Lacs)
Delhi Value Added Tax Act, 2004	Delhi Value Added Tax	52.20
W. B. VAT Act, 2003	Works Contract Tax / VAT	00.65
Finance Act, 1994	Service Tax and Works Contract Service Tax at Delhi	25.24

(c) Details of statutory dues which have not been deposited as at March 31, 2016 on account of dispute are given below

Nature of dues	Forum where dispute is pending	Amount (Rs. In Lacs)	Remarks
Excise Duty and Penalty	High Court at Kolkata	366.55	The Company had paid Rs.100.00 Lakhs against this demand in the year 2004-05.
Excise Duty and Penalty	Custom, Excise and Service Tax Appellate Tribunal	497.10
Income Tax Act Penalty	Commissioner of Income Tax (Appeals)	628.05	The Company has paid Rs.15.00 Lakhs against this demand and has submitted a petition for stay of this demand.

8. In our opinion and according to the information and explanations given to us, and on basis of our examination of the books of account and related records, we observed delays in the repayment of the principal sums and interest thereon to banks / financial institutions. However as explained in Note 24 and 25 annexed to the financial statements, out of the total borrowings, accounts of the Company, as on the date of the Balance Sheet under review, the accounts of working capital bankers continues to be classified as a Non Performing Asset.

Further, the Company had Foreign Currency Convertible Bonds (“FCCBs") amounting to US$ 16,800,000 and interest accrued thereon is US$ 11,680.000 which matured on November, 2012. The same were neither converted into Equity Shares nor was any payment made for their redemption. However, after the date of the Balance Sheet under report, the Company, in Extra-Ordinary General Meeting of its members held on May 26, 2016, has obtained the sanction of its members to re-structure the FCCBs on revised terms and conditions including reducing the value of FCCBs to US$ 12,000,000 and complete waiver of accrued interest. The re-structured FCCBs are proposed to be redeemed latest by May 1, 2021 if not redeemed or converted earlier than that date. The Company is in process of obtaining applicable regulatory permissions therefore.

The amounts repayable to Banks on various due dates and period of delay is mentioned below :

It may be noted that the period of delay mentioned against each repayable amount was calculated up to March 31, 2015. Thereafter the Company has not paid any amount individually against any loan installment, but has paid lump sum to various banks and the same are pending allocation against individual loan installments.

Name of Bank	Facality	Amount	Period of Delay
Axis Bank	Term Loan	US$0.44 Lacs	424 days
Axis Bank	Term Loan	US$0.44 Lacs	396 days
Axis Bank	Term Loan	US$0.44 Lacs	365 days
Axis Bank	Term Loan	US$0.44 Lacs	335 days
Axis Bank	Term Loan	US$0.44 Lacs	304 days
Axis Bank	Term Loan	US$0.44 Lacs	274 days
Axis Bank	Term Loan	US$0.44 Lacs	243 days
Axis Bank	Term Loan	US$0.44 Lacs	212 days
Axis Bank	Term Loan	US$0.44 Lacs	182 days
Axis Bank	Term Loan	US$0.44 Lacs	151 days
Axis Bank	Term Loan	US$0.44 Lacs	121 days
Axis Bank	Term Loan	US$0.44 Lacs	90 days
Axis Bank	Term Loan	US$0.44 Lacs	59 days
Axis Bank	Term Loan	US$0.44 Lacs	31 days
Axis Bank	Term Loan	US$0.44 Lacs	0 days
ICICI Bank	Working Capital Term Loan	Rs.5.01 Lacs	365 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	335 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	304 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	274 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	243 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	212 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	182 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	151 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	121 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	90 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	59 days
ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	31 days

ICICI Bank	Working Capital Term Loan	Rs.16.67 Lacs	0 days
Axis Bank	Term Loan	Rs.202.33 Lacs	455 days
Axis Bank	Term Loan	Rs.250.62 Lacs	365 days
Axis Bank	Term Loan	Rs.250.62 Lacs	274 days
Axis Bank	Term Loan	Rs.250.62 Lacs	182 days
Axis Bank	Term Loan	Rs.250.62 Lacs	90 days
Axis Bank	Term Loan	Rs.250.62 Lacs	0 days
Axis Bank	Overdraft	Rs.23.21 Lacs	454 days
Axis Bank	Overdraft	Rs.23.21 Lacs	364 days
Axis Bank	Overdraft	Rs.23.21 Lacs	273 days
Axis Bank	Overdraft	Rs.23.21 Lacs	181 days
Axis Bank	Overdraft	Rs.23.21 Lacs	89 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	454 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	423 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	395 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	364 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	334 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	303 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	273 days
Name of Bank	Facality	Amount	Period of Delay
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	242 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	211 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	181 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	150 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	120 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	89 days
Axis Bank	Funded Interest Term Loan	Rs.13.61 Lacs	58 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	30 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	454 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	423 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	395 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	364 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	334 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	303 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	273 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	242 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	211 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	181 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	150 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	120 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	89 days
Axis Bank	Funded Interest Term Loan	Rs.5.06 Lacs	58 days

Axis Bank	Funded Interest Term Loan		Rs.5.06 Lacs	30 days
Exim Bank	Term Loan		US$ 2.32Lacs	350 days
Exim Bank	Term Loan		US$ 2.32Lacs	259 days
Exim Bank	Term Loan		US$ 2.32Lacs	167 days
Exim Bank	Term Loan		US$ 2.32Lacs	75 days
Exim Bank	Term Loan		US$3.93 Lacs	441 days
Exim Bank	Term Loan		US$3.93 Lacs	351 days
Exim Bank	Term Loan		US$3.93 Lacs	260 days
Exim Bank	Term Loan		US$3.93 Lacs	168 days
Exim Bank	Term Loan		US$3.93 Lacs	76 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	350 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	320 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	289 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	259 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	228 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	197 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	167 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	136 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	106 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	75 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	44 days
Exim Bank	Funded	Interest Term Loan	US$ 0.06 Lacs	16 days
Exim Bank	Funded	Interest Term Loan	US$ 0.034 Lacs	441 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	410 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	382 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	351 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	321 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	290 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	260 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	229 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	198 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	168 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	137 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	107 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	76 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	45 days
Exim Bank	Funded	Interest Term Loan	US$ 0.136 Lacs	17 days

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, wherever applicable, for all transactions with the related parties and the details of related party transactions, if any, have been disclosed in the financial statements as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

16. The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

AGARWAL SANGANERIA & Co.

Chartered Accountants

Firm Registration No.317224E

P. K. AGARWAL

Place : Kolkata Partner

Dated, the 30th May, 2016 C.A. Membership No.53496

---

Mar 31, 2015

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of WEBSOL ENERGY SYSTEM LIMITED (The Company) which comprise the Balance Sheet as at March 31, 2015, the statement of Profit and Loss, the Cash Flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. 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 to 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 the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of 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

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the institute of Chartered Accountants of India. Tose Standards and pronouncements 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statement. Te procedures selected depend on the auditor's judgement including the assessment of the risks of material misstatement of the financial statement, 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 on 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.

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

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, its loss and its cash flows for the year ended on that date.

EMPHASIS OF MATTERS

9. We draw attention to the matter that the confirmations in respect of balances of Sundry Debtors, Sundry Creditors and Advances from the respective parties have not been received in all cases. However, we do not modify our opinion on this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

10. As required by the Company (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2015; taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act. However, the Company had in an earlier year issued Foreign Currency Convertible Bonds which were to be converted into Equity Shares in the Company by November, 2012, but, due to fall in market price of Company's shares the same were not converted and are still outstanding. Among the then Directors, only Managing Director is still on the Board.

(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 knowledge and belief and according to the information and explanations given to us :

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements. (Refer Note 40)

ii. The Company has made provision as at March 31, 2015 as required under the applicable law or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. Tere has been a delay of one month in transferring amounts, required to be transferred, to the investor Education and Protection Fund by the Company during the year ended March 31, 2015.

(Referred to in paragraph 10 of the Independent Auditors' Report of even date to the members of WEBSOL ENERGY SYSTEM LIMITED on the standalone financial statements as at and for the year ended March 31, 2015.)

(i) The Fixed Assets records of the Company are being maintained to show full particulars including quantitative details and situation thereof. Majority of Fixed Assets of the Company have been physically verified during the year by the management and discrepancy, which were not material have been properly dealt with in the books of account.

(ii) The Inventory of the Company consisting of stocks of raw materials, finished goods, work-progress and stores and spare parts have been physically verified by the management at regular intervals during the year. In our opinion the frequency of verification is reasonable. Te discrepancies between the physical stocks and book records, which were not material, have been properly dealt with in the books of account. Te Company is maintaining proper records of the inventories. In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposit from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) The Company has made delayed deposits with appropriate authorities, the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Value Added Tax, Cess and other statutory dues as applicable to it. As per the information and explanations given to us the following undisputed amounts in respect of the abovementioned statutory dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable:

Name of Statute Nature of Dues Amount (Rs. In Lacs)

Delhi Value Added Tax 2004 Delhi Value Added Tax 51.21

WB VAT Act, 2003 Works Contract Tax & VAT 0.65

Income Tax Act, 1961 Tax Collected at Source 0.10

Finance Act, 1994 Delhi Service Tax & Delhi Service Tax on Works Contract 23.92

Further the following statutory dues have not been deposited on account of dispute:

Nature of dues Forum where dispute is pending Amount (Rs. In Lacs) Remarks

Excise Duty & Penalty High Court at Kolkata 366.55 The Company has paid Rs. 100.00 Lacs against this demand in the year 2004-05.

Excise Duty & Penalty Custom, Excise and Service Tax 497.10 - Appellate Tribunal

Income Tax Commissioner of Income Tax -Appeal 101.04 -

The amount required to be transferred to investor Education and Protection Fund has been transferred by a delay of one month from the dare the same was required to be transferred in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The accumulated losses of the Company as at the date of the balance sheet continues to be more than its net worth. The Company has not incurred cash losses during the current financial year but had incurred cash losses in the immediately preceding financial year. A reference was filed and registered with the Board of Industrial and Financial Reconstruction (BIFR) during one of the previous financial years.

(ix) In our opinion and according to the information and explanations given to us, and basis of our examination of the books of accounts and related records, we observed delays in the repayment of the principal sums and interest thereon to banks / financial institutions. However as explained in Note 25 and 26 annexed to the financial statements, out of the total borrowings, accounts of the Company , as on the date of the Balance Sheet under review, the accounts of working capital bankers continues to be classified as a Non Performing Asset. Further the Company does not have any Debentures. The amounts repayable to Banks on various due dates and period of delay is mentioned below,

Name of Bank Facality Amount Period of Delay

Axis Bank Term Loan US$0.44 Lacs 424 days

Axis Bank Term Loan US$0.44 Lacs 396 days

Axis Bank Term Loan US$0.44 Lacs 365 days

Axis Bank Term Loan US$0.44 Lacs 335 days

Axis Bank Term Loan US$0.44 Lacs 304 days

Axis Bank Term Loan US$0.44 Lacs 274 days

Axis Bank Term Loan US$0.44 Lacs 243 days

Axis Bank Term Loan US$0.44 Lacs 212 days

Axis Bank Term Loan US$0.44 Lacs 182 days

Axis Bank Term Loan US$0.44 Lacs 151 days

Axis Bank Term Loan US$0.44 Lacs 121 days

Axis Bank Term Loan US$0.44 Lacs 90 days

Axis Bank Term Loan US$0.44 Lacs 59 days

Axis Bank Term Loan US$0.44 Lacs 31 days

Axis Bank Term Loan US$0.44 Lacs 0 days

ICICI Bank Working Capital Term Loan Rs. 5.01 Lacs 365 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 335 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 304 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 274 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 243 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 212 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 182 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 151 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 121 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 90 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 59 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 31 days

ICICI Bank Working Capital Term Loan Rs. 16.67 Lacs 0 days

Axis Bank Term Loan Rs. 202.33 Lacs 455 days

Axis Bank Term Loan Rs. 250.62 Lacs 365 days

Axis Bank Term Loan Rs. 250.62 Lacs 274 days

Axis Bank Term Loan Rs. 250.62 Lacs 182 days

Axis Bank Term Loan Rs. 250.62 Lacs 90 days

Axis Bank Term Loan Rs. 250.62 Lacs 0 days

Axis Bank Overdraft Rs. 23.21 Lacs 454 days

Axis Bank Overdraft Rs. 23.21 Lacs 364 days

Axis Bank Overdraft Rs. 23.21 Lacs 273 days

Axis Bank Overdraft Rs. 23.21 Lacs 181 days

Axis Bank Overdraft Rs. 23.21 Lacs 89 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 454 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 423 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 395 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 364 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 334 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 303 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 273 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 242 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 211 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 181 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 150 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 120 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 89 days

Axis Bank Funded Interest Term Loan Rs. 13.61 Lacs 58 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 30 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 454 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 423 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 395 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 364 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 334 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 303 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 273 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 242 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 211 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 181 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 150 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 120 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 89 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 58 days

Axis Bank Funded Interest Term Loan Rs. 5.06 Lacs 30 days

Exim Bank Term Loan US$ 2.32Lacs 350 days

Exim Bank Term Loan US$ 2.32Lacs 259 days

Exim Bank Term Loan US$ 2.32Lacs 167 days

Exim Bank Term Loan US$ 2.32Lacs 75 days

Exim Bank Term Loan US$3.93 Lacs 441 days

Exim Bank Term Loan US$3.93 Lacs 351 days

Exim Bank Term Loan US$3.93 Lacs 260 days

Exim Bank Term Loan US$3.93 Lacs 168 days

Exim Bank Term Loan US$3.93 Lacs 76 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 350 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 320 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 289 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 259 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 228 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 197 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 167 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 136 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 106 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 75 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 44 days

Exim Bank Funded Interest Term Loan US$ 0.06 Lacs 16 days

Exim Bank Funded Interest Term Loan US$ 0.034 Lacs 441 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 410 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 382 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 351 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 321 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 290 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 260 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 229 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 198 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 168 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 137 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 107 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 76 days

Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 45 days Exim Bank Funded Interest Term Loan US$ 0.136 Lacs 17 days

(x) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence, the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

(xi) During the year under audit, as verified from the relevant books and records of the Company, it was ascertained that no fresh term loan has been obtained by the Company.

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

AGARWAL SANGANERIA & Co.

Chartered Accountants

Firm Registration No.317224E

P. K. AGARWAL

Place : Kolkata Partner

Dated, the 29th May, 2015 C.A. Membership No.53496

---

Mar 31, 2014

We have audited the accompanying financial statements of Websol Energy System Limited ("the Company"), which comprises the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss 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 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 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 Auditors'' Report

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF WEBSOL ENERGY SYSTEM

LIMITED FOR THE YEAR ENDED 31st March, 2014

(i) The Fixed Assets records of the Company are incomplete and are being currently updated to show full particulars, including quantitative details and situation thereof. The majority of Fixed Assets of the Company have been physically verified during the year by the management and any discrepancies between the book records and the physical records can be determined on updating of the book records. During the year under report, the Company has not disposed off any substantial part of its Fixed Assets except the write-off of Fixed Assets on account of discard of assets of erstwhile manufacturing unit located at Salt Lake, becoming obsolete and unusable.

(ii) The Inventories of the Company consisting of stocks of raw materials, finished goods, work-in-progress and stores and spares parts have been physically verified by the management at regular intervals during the year. The discrepancies between the physical stocks and book records which were not material have been properly dealt with in the books of account. The Company is maintaining proper records of the Inventories. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company has, during the year under report not granted unsecured loan to any party covered under section 301 of the Companies Act, 1956. The Company has taken unsecured loans from companies as covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the beginning of the year was Rs. 512.42 Lacs in respect of the parties covered under the said section. During the year one more company has come into the fold of Parties stated in Register maintained under Section 301 of the Companies Act, 1956 and hence after considering the amount taken Rs.205.00 Lacs and amount repaid Rs.141.53 Lacs, the balance outstanding as at the date of the Balance Sheet was Rs. 695.89 Lacs in respect of the party covered under section 301 of the Companies Act, 1956. The terms and conditions of the Loans taken by the Company are not prima facie prejudicial to the interest of the Company. As explained to us the interest on loans taken were not charged by the respective parties due to the financial condition of the company.

(iv) In our opinion, and according to the informati on and explanati ons given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and sale of goods amongst others. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us there are no contracts or arrangements, as referred to in Section 301 of the Companies Act, 1956, entered into by the Company, during the year under report.

(vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

(vii) The Internal Audit of the company is being carried out by an external entity, commensurate with the size and nature of its business, and the internal audit reports are submitted to the management on a quarterly basis.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made detailed examinations of the records.

(ix) The Company has made delayed deposits with appropriate authorities the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales- tax, Service Tax Custom Duty, Exicse Duty and any other statutory dues as applicable to it. As per the information and explanations given to us the following undisputed amounts in respect of the abovementi''oned statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable :

Name of Statute Nature of Dues Amount ('' in Lacs)

Delhi Value Added Tax 2004 Delhi Value Added Tax 50.41

Income Tax Act, 1961 Income Tax 39.46

Central Sales Tax Act, 1956 Central Sales Tax 60.99

WB VAT Act, 2003 Works Contract Tax & VAT 0.65

Finance Act, 1994 Delhi Service Tax 22.75

Further the following statutory dues have not been deposited on account of dispute :

Nature of dues Forum where Amount Remarks dispute is pending (in Lacs)

Excise Duty & Penalty High Court at Kolkata 373.09 The Company has paid 100.00 Lacs against this demand in the year 2004-05.

Excise Duty & Penalty Custom, Excise and 452.40 - Service Tax Appellate Tribunal

Excise Duty & Penalty Commissioner-Appeals 13.08 -

Income Tax Commissioner of 101.04 - Income Tax - Appeal

(x) The accumulated losses of the Company as at the date of the balance sheet continues to be more than its net worth. The company has incurred cash losses during the current financial year as well as in the immediately preceding financial period. A reference was filed and registered with the Board of Industrial and Financial Reconstruction (BIFR) during the preceding financial period due to erosion of net worth of the company.

(xi) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the books of accounts and related records, we observed delays in the repayment of the principal sums and interest thereon to banks / financial institutions. However as explained in Note 24 annexed to the financial statements, out of the total borrowings, accounts of the Company, as on the date of the Balance Sheet under review, the accounts of working capital bankers continues to be classified as a Non Performing Asset. Further the Company does not have any Debentures.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records thereof does not arise.

(xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to it.

(xiv) The Company is not dealing in Shares and Securities in the normal course of its business and has not made any investment during the year under report.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

(xvi) During the year under audit as verified from the relevant books and records of the Company, it was ascertained that no fresh term loan has been obtained by the Company except the conversion of part of working capital to Working Capital Term Loan (WCTL) and interest on such Working Capital Term Loans (WCTL) to Funded Interest Term Loans (FITL) as per the bilateral restructuring scheme approved by the majority of the lenders and conversion of External Commercial Borrowings of Axis Bank into Rupee Term Loan.

(xvii) According to the informati on and explanati ons given to us and on overall examinati on of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures hence the question of creating securities there against does not arise.

(xx) The Company has not raised any money by way of fresh issues from the public during the year under review and hence, any disclosure regarding its end use is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year covered by our audit.

For AGARWAL SANGANERIA & CO. Chartered Accountants Firm Registration No. 317224E

P. K. Agarwal Place : Kolkata Partner Dated, the 30th day of May, 2014 C. A. Membership No.53496

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Websol Energy Systems Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for nine months ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 loss for nine months ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for nine months 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO ThE AUDITORS'' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF WEBSOL ENERGY SYSTEM LIMITED FOR NINE MONTHS ENDED 31st MARCH, 2013

(i) The Fixed Assets records of the Company are incomplete and are being currently updated to show full particulars, including quantitative details and situation thereof. The majority of Fixed Assets of the Company have been physically verified during the period by the management and any discrepancies between the book records and the physical records can be determined on updating of the book records. During the period under report, the Company has not disposed off any substantial part of its Fixed Assets and therefore, it does not affect the going concern assumption.

(ii) The Inventories of the Company consisting of stocks of raw materials, finished goods, work-in-progress and stores and spare parts have been physically verified by the management at regular intervals during the period. The discrepancies between the physical stocks and book records which were not material have been properly dealt with in the books of account. The Company is maintaining proper records of the Inventories. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company has, during the period under report not granted unsecured loan to any party covered under section 301 of the Companies Act, 1956. The principal balance outstanding at the beginning of the period, in respect of erstwhile joint venture, was Rs.18.45 Lacs and as the joint venture was called off during the previous period under report, the said loan does not come under the purview of section 301 of the Companies Act, 1956 as on the date of the balance sheet. The Company has also taken unsecured loans from a company as covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the beginning of the period was Rs. 1,487.73 Lacs including Rs. 870.23 Lacs in respect of a party which is not covered under the purview of section 301 of the Companies Act, 1956 during the period under report and Rs. 617.50 Lacs in respect of the party covered under the said section. Hence after considering the amount taken of Rs. 164.58 Lacs and amount repaid of Rs. 269.66 Lacs, the balance outstanding as at the date of the balance sheet was Rs. 512.42 Lacs in respect of the party covered under section 301 of the Companies Act, 1956. The terms and conditions of the Loans given and taken by the Company are not prima facie prejudicial to the interest of the Company. As explained to us the interest on loans taken and given were not charged due to the financial condition of the company as well as the party to whom the loan was given.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regards to sale of goods. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us there are no contracts or arrangements, as referred to in Section 301 of the Companies Act, 1956, entered into by the Company, during the period under report.

(vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

(vii)The Internal Audit of the company is being carried out by an external entity, commensurate with the size and nature of its business, and the internal audit reports are submitted to the management on a quarterly basis.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examinations of the records

(ix) The Company has made delayed deposits with appropriate authorities the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable to it.

(x) The accumulated losses of the Company as at the date of the balance sheet are more than its net worth and it has incurred losses during the nine months period covered by audit. The company has also incurred cash losses in the immediately preceding financial period. As a result of the erosion of net worth of the company, a reference has been filed with the Board of Industrial and Financial Reconstruction (BIFR) and the same has been registered with the said Board during the period under audit.

(xi) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the books of accounts and related records, we observed delays in the repayment of the principal sums and interest thereon to banks / financial institutions. However as explained in Note 26 annexed to the financial statements, three working capital banks viz. Standard Chartered Bank, Dena Bank and HDFC Bank did not restructure the credit facilities of the company as approved by the lead bank of the company i.e., Allahabad Bank under bilateral scheme of restructuring and these banks have classified the account as a Non Performing Asset. As on the date of the balance sheet the remaining two working capital banks viz., Allahabad Bank and Federal Bank have also classified the accounts as a non-performing asset. Further the Company does not have any Debentures.

(xii)The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records thereof does not arise.

(xiii)The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to it.

(xiv) The Company is not dealing in Shares and Securities in the normal course of its business and has not made any investment during the period under report. The company has initiated legal steps to recover the investment in erstwhile Joint Venture situated in Germany for which proper records have been maintained by the company.

(xv)The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

(xvi During the period under audit as verified from the relevant books and records of the Company, it was ascertained that no fresh term loan has been obtained by the Company except the conversion of part of working capital to Working Capital Term Loan (WCTL) and interest on such Working Capital Term Loans (WCTL) to Funded Interest Term Loans (FITL) as per the bilateral restructuring scheme approved by the majority of the lenders.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures hence the question of creating securities there against does not arise.

(xx)The Company has not raised any money by way of fresh issues from the public during the period under review and hence, any disclosure regarding its end use is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For AGARWAL SANGANERIA & CO.

Chartered Accountants

Firm Registration No. 317224E

Sd/-

(P. K. AGARWAL)

Place: Kolkata Partner

Dated, the 29th day of May, 2013 C. A. MEMBERSHIP NO.53496

---

Jun 30, 2012

1. We have audited the attached Balance Sheet of WEBSOL ENERGY SYSTEM LIMITED ("the Company") as at 30th June , 2012, and the Statement of Profit and Loss and Cash Flow Statement for the period ended on that date together with the Notes thereon 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material mis- statements. An audit includes examining, on a test basis, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.As required by Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government under section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and the records of the Company as we considered appropriate and as per the information and explanations given to us during the course of our Audit, we set out 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 our audit;

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

iii.The Balance Sheet of the said Company as at 30th June 2012 signed by us under reference to this report, the annexed Statement of Profit and Loss and the Cash Flow Statement are in agreement with the books of account;

iv.In our opinion, these accounts have been prepared in compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 except as otherwise mentioned in the accounts and Notes thereon;

v.On the basis of the information and explanations given by the management, we report that none of the Directors is disqualified as on the date of the Balance Sheet under report from being appointed as a Director in terms of Section 274(1)(g) 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement subject to and read with Notes thereon and attached thereto, give in the prescribed manner, the information so required by the Companies Act, 1956 and give a true and fair view:

a. in the case of Balance Sheet of the state of affairs of the Company as at 30th June 2012;

b. in the case of the Statement of Profit & Loss of the Loss of the Company for the period ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF WEBSOL ENERGY SYSTEM LIMITED FOR THE PERIOD ENDED 30th JUNE, 2012

(i) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in phased manner. In accordance with the policy, the majority of Fixed Assets of the Company have been physically verified during the period by the management and as informed to us no material discrepancies were noticed on verification between the book records and the physical records. During the period under report, the Company has not disposed off any substantial part of its Fixed Assets and therefore, don't affect the going concern assumption.

(ii) The Inventories of the Company consisting of stocks of raw materials, finished goods, work-in-progress and stores and spares parts have been physically verified by the management at regular intervals during the period. The discrepancies between the physical stocks and book records which were not material have been properly dealt with in the books of account. The Company is maintaining proper records of the Inventories. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company has, during the period under report, granted unsecured loan to one party covered under section 301 of the Companies Act, 1956. The balance outstanding at the beginning of the year was Nil and after considering the amount given of 18.45 lacs and interest accrued of Rs.2.35 lacs, the balance outstanding as at the date of the balance sheet was Rs.20.80 lacs. The Company has also taken unsecured loans from four companies as covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the beginning of the year was Rs.2,503.73 lacs and after considering the amount taken of 1,496.62 lacs and amount repaid Rs.2,904.49 lacs and interest Rs.391.87 lacs (net of tax deducted at source), the balance outstanding as at the date of the balance sheet was 1,487.73 Lacs. The rate of interest and other terms and conditions of the Loans given and taken by the Company are not prima facie prejudicial to the interest of the Company. The receipt and payment of principal and interest has not been regular as per terms of the loan given and taken. In case of loan given, the company has initiated legal course. In case of loan taken, the company could not be regular in payment because of financial constraints.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regards to sale of goods. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section. There are no contracts or arrangements to in Section 301 of the Companies Act, 1956 that exceeds the value of Rs.5.00 lacs during the year except those stated in para (iii) above.

(vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

(vii) The Company had a competent team of staff and officials for conducting internal audit commensurate with the size and nature of its business. With effect from 1st April 2012 an external entity has been appointed as the Internal Auditor of the company and their first report is yet to be submitted

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examinations of the records

(ix) The Company has made delayed deposits with appropriate authorities the amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable to it. As per the information and explanations given to us the following undisputed amounts in respect of the abovementioned statutory dues were outstanding as at 30th June, 2012 for a period of more than six months from the date they became payable:

Name of Statute Nature of Dues Amount (Rs. In Lacs)

Delhi Value Added Tax 2004 Delhi Value Added Tax 12.85

Income Tax Act, 1961 Income Tax 39.46

Finance Act, 1994 Service Tax 6.64

WB VAT Act, 2003 Works Contract Tax 0.65

Income Tax Act, 1961 Tax Deducted at Source 17.70

Further the following statutory dues have not been deposited on account of dispute:

Nature of dues Forum where dispute is pending Amount (Rs. in Lacs) Remarks

Excise Duty & Penalty High Court at Kolkata 216.55 The Company has paid Rs.100.00 Lacs against this demand

Excise Duty & Penalty Custom, Excise and Service Tax 478.34 - Appellate Tribunal

Excise Duty & Penalty Commissioner -Appeals 51.05 -

Sales Tax Assistant Commissioner 222.44 -

Income Tax Commissioner of Income Tax -Appeal 61.57 -

(x) The accumulated losses of the Company as at the date of the balance sheet are more than its net worth and it has incurred cash losses during the fifteen months period covered by audit. However the company did not incur any cash losses in the immediately preceding financial period.

(xi) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the books of accounts and related records, we observed following delays in the repayment of the principal sums and interest thereon to banks / financial institutions:

Name of the Lender Period of Default in days Minimum Amount of Default (Rs. In Lacs) Maximum Amount of Default (Rs. In Lacs)

Standard Chartered Bank 1 to 253 10.00 1265.70

Dena Bank 46 to 334 0.98 793.38

HDFC Bank 29 to 182 0.21 13.62

EXIM Bank 1 to 204 19.10 307.20

However as explained in Note 26 annexed to the financial statements, the lead bank of the company i.e., Allahabad Bank has approved the restructuring scheme of the borrowings of the company on 27th March 2012 under bilateral scheme of restructuring, but the above mentioned Banks have not yet restructured the loans as on the date of the Balance Sheet. Further the Company does not have any Debentures.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records thereof does not arise.

(xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

(xiv) The Company is not dealing in Shares and Securities in the normal course of its business but has investment in a Joint Venture situated in Germany during the period under report. Proper records have been maintained by the company for such investments and as reported timely entries have been made therein. The Joint Venture has been called off prior to the date of the balance sheet and proportionate consolidation has not been felt appropriate by the management.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

(xvi) During the period under audit as verified from the relevant books and records of the Company, it was ascertained that the term loan obtained by the Company was applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

(xviii)The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures hence the question of creating securities there against does not arise.

(xx) The Company has not raised any money by way of fresh issues from the public during the period under review and hence, any disclosure regarding its end use is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit. For AGARWAL SANGANERIA & CO.

Chartered Accountants

Firm Registration No. 317224E

P. K. AGARWAL

KOLKATA Partner

Dated, the 29th day of August, 2012 C. A. MEMBERSHIP No.53496

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Mar 31, 2011

We have audited the attached Balance sheet of WEBSOL ENERGY SYSTEMS LIMITED as at 31 st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for nine months period ended on that date together with the notes and schedules thereon 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.

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 financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidences 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. With these comments we report that:

1. The Balance Sheet of the said Company as at 31 st March, 2011 signed by us under reference to this report and the annexed Profit and Loss Account and the Cash Flow Statement are in agreement with the books of account.

2. Further to our comments in the Annexure referred to in Paragraph 3 below :

2.1 In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement subject to and read with notes thereon and attached thereto, give in the prescribed manner, the information so required by the Companies Act, 1956 and give a true and fair view :

a. in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011;

b. in the case of the Profit & Loss Account of the Profit of the Company for nine months period ended on that date ; and

c. in the case of the Cash Flow Statement, of the cash flow of the Company for nine months period ended on that date.

2.2 We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for our audit. In our opinion, proper books of account have been kept by the Company as required by law, so far as appears from our examination of those books.

2.2 In our opinion, these accounts have been prepared in compliance with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 except as otherwise mentioned in the accounts and notes thereon.

2.3 On the basis of the information and explanations given by the management, we report that none of the Directors is disqualified as on the date of the Balance Sheet under report from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

3. As required by Companies (Auditor's Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and the records of the Company as we considered appropriate and as per the information and explanations given to us during the course of our Audit, we set out in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

Annexure to Auditor's Report Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of Websol Energy Systems Limited for the period ended 31st March, 2011.

i) The Fixed Assets records of the Company are incomplete and are being currently updated to show full particulars including quantitative details and situation thereof. The Fixed Assets of the Company have been physically verified during the year by the management and any discrepancies between the book records and the physical inventory can be determined on updating of the book records. During the year under report, the Company has not disposed off any substantial part of its Fixed Assets.

ii) The Inventories of the Company consisting of stocks of finished goods, work-in-progress, stores, spare parts and raw materials have been physically verified by the management at regular intervals during the period. The discrepancies between the physical stocks and book stocks which were not material have been properly dealt with in the books of account. The Company is maintaining proper records of the Inventories. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

iii) The Company has not granted secured or unsecured loan to any of the party covered under section 301 of the Companies Act, 1956. The Company, during the period under report, had taken unsecured loans from four companies as covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the beginning of the year was NIL and after considering the amount taken of Rs.3605.00 lacs and amount repaid Rs.1160.00 lacs and interest Rs.58.73 lacs (net of Tax deducted at source), the balancing outstanding as at the date of the balance sheet was Rs.2503.73 Lacs. The rate of interest and other terms and conditions of the Loan taken by the Company are not prima facie prejudicial to the interest of the Company. The payment of principle and interest was also regular as per terms of the loan taken.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets, and with regards to sale of goods. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to us, we are of the opinion that the Company has not entered into any transaction for the sale, purchase or supply of any goods, materials or services that need to be entered into the register maintained under section 301 of the Companies Act, 1956. The contracts and arrangements as per Section 299 required to be entered in the register under Section 301 have been properly entered.

vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

vii) The Company has a competent team of staffs and officials for conducting internal audit in place. It was observed that all transactions are carried out under the personal supervision of senior officials and/or the Managing Director of the Company.

viii) The rules regarding the maintenance of cost records are not applicable to the Company.

ix) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable to it. As per the information and explanations given to us no undisputed amount in respect of the abovementioned statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable and there are no such statutory dues which have not been deposited on account of any dispute except the following :

Act Nature of Forum where Amount dues dispute is (Rs.in Lacs) pending

Central Excise Excise Duty High Court at 216.55 Act, 1944 Kolkata

Central Excise Excise Duty & Custom, Excise and 114.25 Act, 1944 Penalty Service Tax Appel late Tribunal

Central Excise Excise Duty & Custom, Excise and 6.55 Act, 1944 Penalty Service Tax Appel late Tribunal Central Excise Excise Duty & Custom, Excise and 357.54 Act, 1944 Penalty Service Tax Appel late Tribunal

Central Excise Excise Duty & Commissioner - 7.04 Act, 1944 Penalty Appeals

Central Excise Excise Duty & Commissioner - 30.73 Act, 1944 Penalty Appeals

Central Excise Excise Duty & Commissioner - 10.85 Act, 1944 Penalty Appeals

Central Excise Excise Duty Commissioner - 20.08 Act, 1944 Appeals

Act Remarks

Central Excise The Company has paid Act, 1944 Rs.100.00 Lacs against this demand

Central Excise - Act, 1944

Central Excise - Act, 1944 Central Excise - Act, 1944

Central Excise - Act, 1944

Central Excise - Act, 1944

Central Excise - Act, 1944

Central Excise - Act, 1944

x) The Company does not have accumulated losses as on the date of the Balance Sheet under report and has not incurred any cash losses during the nine months period covered by audit as well as in the immediately preceding financial year.

xi) The Company does neither have any dues payable to financial institutions nor does it have any debentures. In respect of dues of Term Loan taken from Bank, the Company has not defaulted on scheduled repayment thereof during the year under report.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records therefor does not arise.

xiii) The Company is not a chit fund or a nidhi/mutual fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

xiv) The Company is not dealing in Shares and Securities in the normal course of its business and substantial part of investment held by it in the unquoted Equity Shares of certain Companies and also ordinary shares of erstwhile Joint Venture Company at Singapore has been sold by the Company during the period. Proper records have been maintained by the Company for such disposals and as reported timely entries have been made therein. The remaining shares have been held by the company in its own name as on the date of the balance sheet under consideration.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

xvi) During the period under audit as verified from the relevant books and records of the Company, it was ascertained that the term loan obtained by the Company was applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

xviii) The Company has made preferential allotment of shares to a Promoter Group Company being a Company covered in the Register maintained under section 301 of the Act and in our opinion the price at which shares have been issued was not prejudicial to the interest of the Company.

xix) The Company has not issued any debentures, hence, the question of creating securities there against does not arise.

xx) The Company has not raised any money by way of fresh issues from the public during the period under review and hence, any disclosure regarding its end use is not applicable.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit

For Agarwal Sanganeria & Co. Chartered Accountants Firm Regn. No. 317224E

P. K. Agarwal Partner C. A. Membership No. 53496

Kolkata Dated, the 28th day of May,2011.

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Jun 30, 2010

We have audited the attached Balance sheet of WEBSOL ENERGY SYSTEMS LIMITED as at 30th June, 2010, the Profit and Loss Account and also the Cash Flow Statement for the fifteen months period ended on that date together with the notes and schedules thereon annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material mis- statements. An audit includes examining, on a test basis, evidences 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. With these comments we report that:

1. The Balance Sheet of the said Company as at 30th June, 2010 signed by us under reference to this report and the annexed Profit and Loss Account and the Cash Flow Statement are in agreement with the books of account.

2. Further to our comments in the Annexure referred to in Paragraph 3 below :

2.1 In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement subject to and read with notes thereon and attached thereto, give in the prescribed manner, the information required by the Companies Act, 1956 and give a true and fair view :

a) in the case of Balance Sheet of the state of affairs of the Company as at 30th June 2010;

b) in the case of the Profit & Loss Account of the Loss of the Company for the fifteen months period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flow of the Company for the fifteen months period ended on that date.

2.2 We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for our audit. In our opinion, proper books of account have been kept by the Company as required by law, so far as appears from our examination of those books.

2.3 In our opinion, these accounts have been prepared in compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 except as otherwise mentioned in the accounts and notes thereon.

2.4 On the basis of the information and explanations given by the management, we report that none of the Directors is disqualified as on the date of the Balance Sheet under report from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

3. As required by Companies (Auditors Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and the records of the Company as we considered appropriate and as per the information and explanations given to us during the course of our Audit, we set out in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

Annexure referred to in paragraph 3 of the report of even date of the Auditors to the members of Websol Energy Systems Limited for the period ended 30th June, 2010

i) The Fixed Assets records of the Company are incomplete and are being currently updated to show full particulars including quantitative details and situation thereof. The Fixed Assets of the Company have been physically verified during the year by the management and any discrepancies between the book records and the physical inventory can be determined on updating of the book records. During the year under report, the Company has not disposed off any substantial part of its Fixed Assets.

ii) The Inventories of the Company consisting of stocks of finished goods, work-in-progress, stores, spare parts and raw materials have been physically verified by the management at regular intervals during the period. The discrepancies between the physical stocks and book stocks which were not material have been properly dealt with in the books of account. The Company is maintaining proper records of the Inventories. In our opinion, the frequency of physical verification is reasonable. The procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

iii) The Company has not granted secured or unsecured loan to any party covered under section 301 of the Companies Act, 1956. The Company had taken unsecured loans from Companies covered in the register maintained under section 301 of the Companies Act, 1956 which were repaid during the period and hence their was no balance outstanding as at the date of the Balance Sheet. The rate of interest and other terms and conditions of the Loan taken by the Company are not prima facie prejudicial to the interest of the Company. The payment of principle and interest was also regular as per terms of the loan taken.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets, and with regards to sale of goods. During the course of our audit, we have not come across any continuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to us, we are of the opinion that the Company has not entered into any transaction for the sale, purchase or supply of any goods, materials or services that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Hence, the question of their being entered into the said register does not arise.

vi) As far as we have been able to ascertain, the Company has not accepted any deposits from the public, hence the question of complying with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 does not arise.

vii) The Company does not have a formal internal audit system. However, it was observed that all transactions are carried out under the personal supervision of senior officials and/or the Managing Director of the Company.

viii) The rules regarding the maintenance of cost records are not applicable to the Company.

ix) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable to it. As per the information and explanations given to us no undisputed amount in respect of the abovementioned statutory dues were outstanding as at 30th June, 2010 for a period of more than six months from the date they became payable and there are no such statutory dues which have not been deposited on account of any dispute except the following : Forum where Nature of dispute is Amount Act dues pending (Rs. in Lacs) Remarks

Central Excise Excise Duty High Court 216.55 The Company Act, 1944 at Kolkata has paid

Rs. 100.00 Lacs against this demand Central Excise Excise Duty & Custom, Excise Act, 1944 Penalty and Service Tax Appellate Tribunal 114.24

Central Excise Excise Duty & Custom, Excise Act, 1944 Penalty and Service Tax Appellate Tribunal 6.55

Central Excise Excise Duty & Custom, Excise Act, 1944 Penalty and Service Tax Appellate Tribunal 357.54

Central Excise Excise Duty & Commissioner - Act, 1944 Penalty Appeals 7.05

Central Excise Excise Duty & Commissioner - Act, 1944 Penalty Appeals 30.73

Central Excise Excise Duty & Commissioner - Act, 1944 Penalty Appeals 7.04

x) The Company does not have accumulated losses as on the date of the Balance Sheet under report and has not incurred any cash losses during the fifteen months period covered by audit as well as during the immediately preceding financial year.

xi) The Company does neither have any dues payable to financial institutions nor does it have any debentures. In respect of dues of Term Loan taken from Bank, the Company has not defaulted on scheduled repayment thereof during the year under report.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the question of maintenance of records therefor does not arise.

xiii) The Company is not a chit fund or a nidhi/mutual fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

xiv) The Company is not dealing in Shares and Securities, but has an investment in unquoted Equity shares of certain Companies and also ordinary shares of erstwhile Joint Venture Company situated at Singapore. Proper records have been maintained by the Company for such acquisitions and as reported timely entries have been made therein. The said shares have been held by the in its own name as on the date the balance sheet under consideration.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions, hence the question of terms and conditions whereof being prejudicial to the interest of the Company does not arise.

xvi) During the period under audit, the Company has not raised any new term loan from a Bank.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised for short term basis have been used for long term investment.

xviii) The Company has made preferential allotment of shares to a Promoter Group Company being a Company covered in the Register maintained under section 301 of the Act and also to a Strategic Investor and in our opinion the price at which shares have been issued was not prejudicial to the interest of the Company.

xix) The Company has not issued any debentures, hence, the question of creating securities there against does not arise.

xx) The Company has raised money by way of Qualified Institutional Placement of fresh Equity Shares during the period under report. The end use of proceeds thereof has been disclosed by the management in schedule of notes on accounts (Schedule 21-note no.10). Such use has been verified by us with reference to the books of accounts of the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Agarwal Sanganeria & Co. Chartered Accountants

P. K. Agarwal

Partner

Kolkata C.A. Membership No-53496

Dated: 30th August, 2010 Firm Regn. No. 317224E