Auditor Report of Welterman International Ltd.

Mar 31, 2024

We have audited the accompanying Financial Statements of Welterman International Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended and a summary of material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and
other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024,
the loss and total 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
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined that no key audit matters are to be reported.

Information Other than the Financial Statements and Auditors’ 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, Business Responsibility Report, Corporate Governance and Shareholder’s
Information, but does not include the financial statements and our auditor’s report thereon.

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

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

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

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 Act with respect to
the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

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

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibility

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by 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 standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the 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 Companies Act, 2013, we give in the Annexure A,
statement on the matters specified in paragraphs 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, 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 Indian Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 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”.

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

i. The Company does not have any pending litigations which would impact its financial position
except those as mentioned in Note 23.

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 has not been an occasion in case of the Company during the year under report to transfer any
sums to the Investor Education and Protection Fund. The question of delay in transferring such
sums does not arise.

iv. In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions of
Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required to be commented upon by us.

v. (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 persons or entities, including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like to or 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
persons 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 or (“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.

vi. Based on our examination, which included test checks, the company has used accounting software

for maintaining its books of accounts for the financial year ended March 31, 2024 which has a
feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transaction recorded in the software. Further, during the course of our audit we did not
come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 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 March 31, 2024

For Parikh Shah Chotalia & Associates
Chartered Accountants
(FRN: 118493W)

CA VIJAY M. PARIKH

Partner

M. No. 031773

Date: 29^th May, 2024
Place: Vadodara

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Mar 31, 2014

We have audited the accompanying financial statements of Weftcrman International Limited ('the Con pany) which comprise the Balance Sheet es at March 31, 2014, trie Profit and Loss Statement and Cash Flow Statement for the year then ended and a summery of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation or these financial statements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accor- dance with the Accounting Standards notified under the Companies Act. 1956 (the Act) read with toe General drcular 15/2013 dated 13lh September. ?0l3afthe Ministry of Corporate Affairs in respect or Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in Intlra including Accounting Standards referred to in Section 2T3(3C) of tee Companies Aci, 1950 ("(be Act’). This responsibility Indudes the design, imprementetion and maintenance of internal controls relevant to the preparation and presentation of trie financial statements that give a true and fair view and aro free frum material misstatement, whether due to fraud or error

Auditors' Responsibility

Our responsfbfilty in to express an opinion on these financial statements based on our audit. We conducted our audit in ncoordanoe with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards repute thal we comply with ethical require- ments and pan and perform tee audit to obtain reasonable assurance about whether the financial statements are free from material misstatements

An audit Involves performing procedures to obtain audit evidence about the amounts and disclo- sures 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 mailing those risk assessments, tho auditor considers internal contra, relevant to the Company's preparation and fair presentation of the financial statements In order to desig n a udit procedures that are appropriate In the circumstances, but not for the pur. pose of expressing an opinion on the effectiveness of the entity's Internal control. An audit also includes evaluating the appropriateness of accounting policies used arte the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation Df the financial statements.

We believe that the audit evidence we have ootained b sufficient and appropriate to provide a basis for our audit opinion,

Opinion

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

(a) In the case of the Balance Sheet, of the slate of affairs of the Company as at March 31. 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 Requirement*

1. As required by the Companies (Auditor's'Report) Order, 2003 (the Order’) Issued ay the Central Government of India in terms of Section 227(4A) of the Act, we give in the Anrexure a statement on the matters specified In paragraphs 4 and 5 of the Order

2, As required by Section 227(3) cl the Act, we report that:

a. We have obtained all the Information and explanations which to the beet of out knowledge and belief were necessary for the purpose of our audit;

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

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report ere in agreement wllh the books of accoonL

d. In our opinion, the Balance Sheet and the Profit and Loss Statement, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the Gen- eral Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect ol Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014. from being appointed as a director in terms of Section 274(1X3) of the Act

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014 OF WELTERMAN INTERNATIONAL LIMITED:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us. we state dial

I, Fixed Assets

(a) The Company has been In the process of updating the maintenance of records showing particulars. Including quantitative details and situation of fixed as sets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased Verfication programme, which, in our opinion, is reasonable, locating to the size of the Company and the nature of its business. According fo the Information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of Its fixed assets so as to affect its going concern.

II. Inventory

a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) The procedures explained to us, which are fallowed by the management lor physical verification of inventories, are. In our opinion, reasonable and adequate in relation to the size of the Company and the nalure of its business,

(c) On the basis of our examination of the inventory records Of toe Company, we are of the opinion that, the Company is maintaining proper records of its Inventory, Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly deal! with in the books of account,

III. Loans and Advances

a) The Company has granted an unsecured advance to s party covered under Section 301 of the Companies Act, 1956 .during the year under report, The terms on which such advance has been given are rat prejudicial to the interests of the company.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act, 1956. The Maximum outstanding during the year for such loan was Rs.921.66 Lacs. The year end balance of the loan was Rs,921.B®Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs. 163,04 Lacs at the beginning of the year. accepted from Nme parties listed in the register maintained under Section 301 of the Companies Act 1956. The year end balance from such parties was Rs. 344 37 Lecs accepted Tram ten parties listed m the register maintained under Section 301 of the Companies Act, 1956.

d) Interest on these loans ;s cot paid new has base provided as they are interest free. Other terms on which they have been accepted are not projudicial to the interests of the company

iv. Internal Control

In our opinion and according la the information end explanations given to us, there are generallly adequate interns! control procedures common surate with the size of the Company end the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit. no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basts of the audit procedures performed by us, and according lo the Information, explanations and representations made to us. we are of theop opion that: the transactions In which directors were Interested as contemplated under Section 297 and sub-section (G; of sectilon 299 of the Companies Act, 1956 and which were required (o be entered in the register maintained under Section 30t of the sard Act, have been so entered,

(b) In our opinion and according to the information and explanations given to us. the transections made in pursuance of contacts or arrangements entered In the ragister maintained under Section 301 of the Companies Act, 1 956 exceeding the value of rupees five lac* in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at thallifne.

VI. Deposits from Public

In Old Opinion and SKCcding to the Information and nxplanalons given to us, the Company has not accepted any deposit to which the provisions of Section SSA of the Companies AjcL15S6 snd Rules mode thereunder and also the directives-of Reserve Bank of India apply,

vii. Internal Audit

The Company has not Introduced In tcmal Audit System though the same has been applicable to it.

VIII. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records a nd Accounts as prosenbed by the Central Government under Section 209 {1 Jfd) do not apply.

ix. Payment of Statutory Dues

fa) According to the records of tho Company, it das been regular in depositing undisputed statutory dues including provident fund. Income lax, Sales lax. Excise Duty. Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable.

x. Accumulated Losses! Cash Losses

As at 31st March, 2014, the accumulated losses o1 the company are more than fifty percent of,Is net worth. The company has not incurred cash loss in the year under report however there was cash loss In the preceding financial year.

xi. Default In payments of due*

Phe Company has not made any default in repayment of dues

xii. Grant of Secured Loans end Advances

As explained to us, the Company has rsDt granted any loans or advances on the basis of securily by way of pledge of shares, debentures or any other securities

xiii. Special Statute-Chit Fund Companies, Nldhis/Mutual Benefit fund/societies

Not Applicable lo Company.

xiv. Company dealing In Trading In Shares, Securities, etc.

Not Applicable to Company.

XV. Provision of Guarantee

According to the information and explanations given to us. Company has signed an Agree merit lo Mortgage all its properties to collaterally secure ate loans granted to it amounting to Rs 9.22 Cfores by Sara Soule Private Ltd. by consortium of its three banks.

xvi.Tcrm Loans

During the year under reference. Company has not borrowed any amount by way ot Term Loan,

xvii. Usage of Funds

Aoonru mg (o the information and explanations grven to us and on an overall examination of the Financial Statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of funds, we are of the opinion that, prima-faae, short term funds have not been utilised for long term purpose.

xviii.Preferential Allotments

The Company has not made any preferential alotment ot snares to partes and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xlx. Creation of Security for Debenture issue

The company has not issued debentures.

xx. Disclosure of End use of Funds

The Company has not raised any money during Uie year Ihrough any public issue,

xxi. Frauds

According to the Information and explanations given to US, and to the best of aur knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year, i

For PARIKH SHAH CHOTAUA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Reg. No. 11B493W

(D. P. SHAH) 29th May, 2014, Vadodara (Mem.No. 30454 PARTNER

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Mar 31, 2012

We have audited the attached Balance Sheet of WELTERMAN INTERNATIONAL LIMITED, as at 31st March, 2012 and also the Profit and Loss Statement and Cash Flow Statement of the Company for the year ended on that date annexed thereto both of which we have signed under reference of this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

3. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2012, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

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

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

ii. In our opinion, proper books of account have been kept by the Company as required by law so far as it appears from our examination of these books and the aforementioned Balance Sheet and Statement of Profit and Loss are in agreement therewith.

iii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing in the Notes thereon, give the information required by the Companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31st March, 2012;

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

c) in case of Cash Flow Statement, of the CASH FLOW for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012 OF WELTERMAN INTERNATIONAL LIMITED:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

i. Fixed Assets

(a) The Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956, during the year under report.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act,1956. The Maximum outstanding during the year for such Loan was Rs.921.86 Lacs. The year end balance of the Loan was Rs.921.86 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.252.45 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance from such parties was Rs. 252.45 Lacs.

d) Interest on these loans is not paid nor has been provided as they are interest free. Other terms on which they have been accepted are not prejudicial to the interests of the company.

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made thereunder and also the directives of Reserve Bank of India apply.

vii. Internal Audit

The Company has not introduced Internal Audit System though the same has been applicable to it.

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs. 86,70,195 /- which the Company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2012, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report however there was no cash loss in the preceding financial year.

xi. Default in payments of dues

The Company has not made any default in repayment of dues.

xii. Grant of Secured Loans and Advances

As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. Special Statute-Chit Fund Companies, Nidhis/Mutual Benefit Fund/Societies

Not Applicable to Company.

xiv. Company dealing in Trading in Shares, Securities, etc.

Not Applicable to Company.

xv. Provision of Guarantee

According to the information and explanations given to us, and the representations made by the management and as per the books of account verified by us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

xvi. Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan.

xvii. Usage of Funds

According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of funds, we are of the opinion that, prima-facie, short term funds have not been utilized for long term purpose.

xviii. Preferential Allotments

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

xix. Creation of Security for Debenture Issue

The company has not issued debentures.

xx. Disclosure of End use of Funds

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

xxi. Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For PARIKH SHAH CHOTALIA &

ASSOCIATES CHARTERED ACCOUNTANTS

Firm Reg. No. 118493W ( D. P. SHAH ) ( Mem. No.30454)

VADODARA, 10th July, 2012 PARTNER

---

Mar 31, 2010

We have audited the attached BALANCE SHEET of WELTERMAN INTERNATIONAL LIMITED, as at 31st March, 2010 and also the PROFIT AND LOSS ACCOUNT of the Company for the year ended on that date annexed thereto both of which we have signed under reference of this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. 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 these books and the aforementioned Balance Sheet and Profit and Loss Account are in agreement therewith.

ii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard 28 Impairment of Assets.

The effect due to non-compliance of AS 28 could not be quantified in absence of availability of carrying amount and recoverable amount of the Assets.

iii. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2010, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes appearing in the Schedule of Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31st March, 2010;

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

and

c) in the case of Cash Flow Statement, of the CASH FLOWS for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF WELTERMAN INTERNATIONAL LIMITED :

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :- i. Fixed Assets

(a) The Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956, during the year under report.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act,1956. The Maximum outstanding during the year for such Loan was Rs.921.86 Lacs. The yearend balance of the Loan was Rs.921.86 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.323.62 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The yearend balance from such parties was Rs.313.92 Lacs.

d) Interest on these loans is not paid nor has been provided because of the stipulations in the Loan Agreements of the financial institutions, other terms on which they have been accepted are not prejudicial to the interests of the company .

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made there under and also the directives of Reserve Bank of India apply.

vii. Internal Audit

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

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

(a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs.70,06,695 /- which the company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2010, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report and in the preceding financial year.

For PARIKH SHAH CHOTALIA & ASSOCIATES

CHARTERED ACCOUNTANTS

( D. P. SHAH )

VADODARA, 14TH AUGUST, 2010 PARTNER

---

Mar 31, 2009

We have audited the attached BALANCE SHEET of WELTERMAN INTERNATIONAL LIMITED, as at 31st March, 2009 and also the PROFIT AND LOSS ACCOUNT of the Company for the year ended on that date annexed thereto both of which we have signed under reference of this report. 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.

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

2. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. 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 these books and the aforementioned Balance Sheet and Profit and Loss Account are in agreement therewith.

ii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard 28 Impairment of Assets.

The effect due to non-compliance of AS 28 could not be quantified in absence of availability of carrying amount and recoverable amount of the Assets.

iii. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2009, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes appearing in the Schedule of Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31 "March, 2009;

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

and

c) in the case of Cash Flow Statement, of the CASH FLOWS for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2009 OF WELTERMAN INTERNATIONAL LIMITED :

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :-

i. Fixed Assets

(a) 77?e Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956. During the year under Report.

b) The Company has taken Secured Loan from one party coverd under sec.301 of the Comapnies Act, 1956. The Maximum outstanding during the year for such Loan was Rs. 921.72 Lacs. The year end balance of the Loan was Rs. 921.72 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.925.57 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance from such parties was Rs. 323.62 Lacs.

c) Interest on these loans is not paid nor has been provided because of the stipulations inthe Loan Agreements of the financial institutions, other terms on which they have been accepted are not prejudicial to the interests of the company

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made thereunder and also the directives of Reserve Bank of India apply.

vii. Internal Audit

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

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

(a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs. 70,06,695 /- which the company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2009, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report. However it has not incurred cash loss for the preceding financial year.

xi. Default in payments of dues

Company has repaid to UBI and IFCI on One Time Settlement basis and has been in process of repaying to GSFC under similar terms.

xii. Grant of Secured Loans and Advances

As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. Special Statute-Chit Fund Companies, Nidhis/Mutual Benefit Fund/Societies

Not Applicable to Company. xiv. Company dealing in Trading in Shares, Securities, etc.

Not Applicable to Company.

xv. Provision of Guarantee

According to the information and explanations given to us, and the representations made by the management and as per the books of account verified by us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

xvi. Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan.

xvii. Usage of Funds

According to the information and explanations given to us and upon examination of the books of accounts of the Company, no Long Term funds have been introduced in the Company during the year.

xviii. Preferential Allotments

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

xix. Creation of Security for Debenture Issue

The company has not issued debentures. xx. Disclosure of End use of Funds

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

xxi. Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.



For PARIKH SHAH CHOTALIA & ASSOCIATES CHARTERED ACCOUNTANTS ( D. P SHAH ) VADODARA, 30th JULY, 2009 PARTNER