Auditor Report of Wires and Fabriks (S.A.) Ltd.

Mar 31, 2025

We have audited the financial statements of Wires and Fabriks (S.A.) Limited (“the Company”), which comprises the
Balance sheet as at 31^st March 2025, and the Statement of Profit and Loss (Including Other Comprehensive Income),
Cash Flow Statement and the Statement of changes in equity for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information for the year
ended on that date (hereinafter referred to as “Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS
financial statements give the information required by the Companies Act, 2013(“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31,2025, and its profits (including other comprehensive income) and its cash flows
and the changes in equity 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 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 made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion on financial Statements.

Key Audit Matters

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

Sr.No.	Key Audit Matter	Auditor''s Response
1	Accuracy of recognition, measurement, presentation and disclosures of receivable and expected credit loss. A receivable shall be classified as ''trade receivable'' if it is in respect of the amount due on account of goods sold or services rendered in the normal course of business. Hence, amounts due under contractual rights, other than arising out of sale of goods or rendering of services, cannot be included within Trade Receivables. As per Ind AS 109, the company is required to recognize a loss	Our procedures included:- Accounting policies: Trade receivable which are likely to be realized within twelve months from the date of Balance Sheet or within the operating cycle than it shall be classifying as current assets. Control testing: Testing the effectiveness of the company controls over the calculation of trade receivable as ''doubtful''. Tests of details: - Obtaining supporting documentation for sales transactions recorded either side of year end as well as credit notes issued after the year end date to determine whether trade receivable corresponding to revenue was recognised in the correct period. - Documentation for a sample invoice of goods or services sold and supporting documentation. - Credit loss is the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e. cash shortfalls), including cash flows from the sale of collateral held.''

Sr.No.	Key Audit Matter	Auditor''s Response
	allowance (i.e. impairment) for expected credit losses on financial assets including trade receivables.	Credit Risk: Credit risk is the risk that counterparty will not meet its obligation under customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities primarily to trade receivable. Assessing disclosures: Considering the adequacy of the Group''s disclosures in respect of Trade receivable. Our results : - The results of our testing were satisfactory, and we considered that the trade receivables were recorded on amount due on goods and services rendered in the normal course of business and company has a credit review and monitoring system which includes credit approvals credit limits and monitoring.
2	Assessment of Provisions and Contingent liabilities. Assessment of Provisions and Contingent liabilities in respect of certain provisions including claim filed by other parties not acknowledged as debt. (Refer note no. 21 and 32 to the financial statements). Significant management judge¬ ment is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognized, or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters is uncertain and the positions taken by the management is based on the application of their best judgement, so it is considered to be a Key Audit Matter.	Our procedures included:- We understood, assessed and tested the design and operating effectiveness of key controls, surrounding assessment of provisions created relating to the claims for compensations filed to the company for performance of the products supplied by the Company. We discussed with management the recent developments and the status of the material claims which were reviewed and noted by the technical team of the company. Tests of details: We performed our assessment on a test basis on the underlying calculations supporting the, provisions created relating to the claims and compensations made in the Standalone Financial Statements. We evaluated management''s assessments by understanding precedents set in similar cases and assessed the reliability of the Management''s past estimates / judgements. We evaluated management''s assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; and Assessing disclosures: We assessed the adequacy of the Company''s disclosures. Our results : Based on the above work performed, management''s assessment in respect of provisions and related disclosures relating to contingent liabilities in the Standalone Financial Statements are considered to be reasonable.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s
Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial
statements and our auditor''s report thereon.

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

assurance conclusion thereon.

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

Responsibility of the Management for the Ind AS 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 Ind AS financial statements that gives a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the
Act.

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 Ind AS 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 with reference to
financial statements 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 ability of the Company 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 Ind AS
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 Ind AS financial statements, including the
disclosures, and whether the Ind AS 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.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Statement of changes in Equity and the Statement of Cash flows comply with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. 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 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.

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

i. The company has disclosed the impact of pending litigations which would impact financial position.(Refer
Note 32 to Ind AS Financial statement)

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

iii. There has been no delay in transferring 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. As stated in Note 39 to the financial statements

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is
in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is
in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires 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 1st April, 2023. Based on our examination which included test checks, the
company has used an accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with

For Jain Shrimal & Co.

Chartered Accountants
FRN: 001704C

Place: Jaipur (Anshul Chittora)

Dated: 24th May 2025 Partner

UDIN : 25414627BMKQMF8478 Membership No. 414627

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Mar 31, 2024

WIRES AND FABRIKS (S.A.) LIMITED

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the financial statements of Wires and Fabriks (S.A.) Limited (“the Company”), which comprises the Balance sheet as at 31^st March 2024, and the Statement of Profit and Loss (Including Other Comprehensive Income), Cash Flow Statement and the Statement of changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information for the year ended on that date (hereinafter referred to as “Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its profits (including other comprehensive income) and its cash flows and the changes in equity 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 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on financial Statements.

Key Audit Matters

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

Sr.No.	Key Audit Matter	Auditor’s Response
1	Accuracy of recognition, measurement, presentation and disclosures of receivable and expected credit loss. A receivable shall be classified as ''trade receivable'' if it is in respect of the amount due on account of goods sold or services rendered in the normal course of business. Hence, amounts due under contractual rights, other than arising out of sale of goods or rendering of services, cannot be included within Trade Receivables. As per Ind AS 109, the company is required to recognize a loss allowance (i.e. impairment) for	Our procedures included:- Accounting policies: Trade receivable which are likely to be realized within twelve months from the date of Balance Sheet or within the operating cycle than it shall be classifying as current assets. Control testing: Testing the effectiveness of the company controls over the calculation of trade receivable as ''doubtful''. Tests of details: - Obtaining supporting documentation for sales transactions recorded either side of year end as well as credit notes issued after the year end date to determine whether trade receivable corresponding to revenue was recognised in the correct period. - Documentation for a sample invoice of goods or services sold and supporting documentation. - Credit loss is the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e. cash shortfalls), including cash flows from the sale of collateral held.''

Sr.No.	Key Audit Matter	Auditor’s Response
	expected credit losses on financial assets including trade receivables.	Credit Risk: Credit risk is the risk that counterparty will not meet its obligation under customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities primarily to trade receivable. Assessing disclosures: Considering the adequacy of the Group''s disclosures in respect of Trade receivable. Our results : - The results of our testing were satisfactory, and we considered that the trade receivables were recorded on amount due on goods and services rendered in the normal course of business and company has a credit review and monitoring system which includes credit approvals credit limits and monitoring.
2	Assessment of Provisions and Contingent liabilities. Assessment of Provisions and Contingent liabilities in respect of certain provisions including claim filed by other parties not acknowledged as debt. (Refer note no. 21 and 31 to the financial statements). Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognized, or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters is uncertain and the positions taken by the management is based on the application of their best judgement, so it is considered to be a Key Audit Matter.	Our procedures included:- We understood, assessed and tested the design and operating effectiveness of key controls, surrounding assessment of provisions created relating to the claims for compensations filed to the company for performance of the products supplied by the Company. We discussed with management the recent developments and the status of the material claims which were reviewed and noted by the technical team of the company. Tests of details: -We performed our assessment on a test basis on the underlying calculations supporting the, provisions created relating to the claims and compensations made in the Standalone Financial Statements. -We evaluated management''s assessments by understanding precedents set in similar cases and assessed the reliability of the Management''s past estimates/judgements. -We evaluated management''s assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; and Assessing disclosures: We assessed the adequacy of the Company''s disclosures. Our results : -Based on the above work performed, management''s assessment in respect of provisions and related disclosures relating to contingent liabilities in the Standalone Financial Statements are considered to be reasonable.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

Responsibility of the Management for the Ind AS 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 Ind AS financial statements that gives a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 Ind AS 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 with reference to financial statements 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 ability of the Company 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 Ind AS 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 Ind AS financial statements, including the

disclosures, and whether the Ind AS 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.

Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except for the matters stated in the paragraph 2(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of changes in Equity and the Statement of Cash flows comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act;

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

f. 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 2i(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 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.

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

i. The company has disclosed the impact of pending litigations which would impact financial position.(Refer Note 31 to Ind AS Financial statement)

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

iii. There has been no delay in transferring 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. As stated in Note 38 to the financial statements

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires 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 1st April, 2023. During the year the Company is in process of establishing audit trail (edit log) facility and necessary controls and documentation regarding audit trail. Since the company is in process of establishing the same, so we are unable to comment on the same.

For Jain Shrimal & Co.

Chartered Accountants FRN: 001704C

Place: Jaipur (Narendra Shrimal)

Dated: 28th May 2024 Partner

UDIN : 24070902BKGXKT1392 Membership No. 070902

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Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIRES & FABRIKS (S.A.) LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying Ind AS financial statements of Wires & Fabriks (S.A) Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. 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; 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

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

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

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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 Ind AS financial statements.

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

OPINION

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

OTHER MATTERS

The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 included in these Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the previous auditors whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 30th May, 2017 and 25th May, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion on the Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

II. 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 and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;

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

(f) With respect to the 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 has disclosed the impact of pending litigations on its financial position in its financial statements. (Refer Note 32 to the Ind AS financial statements)

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

Hi. There has been no delay in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our report to the members of Wires & Fabriks (S.A.) Limited (‘the Company’) for the year ended on 31st March 2018. We report that:

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

b) The Company has a regular programme of physical verification of its fixed assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and the records examined by us including registered title deeds, we report that, the title deeds, comprising all the immovable properties of land and buildings are held in the name of the Company as at the Balance Sheet date.

ii. According to the information and explanations given to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable and no material discrepancies were noticed on physical verification.

iii. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly Clauses (iii) (a) and clause (iii) (b) and clause (iii) (c) of paragraph 3 of the order is not applicable.

iv. Based on our audit procedure and on the basis of information and explanations given to us by the management, we are of opinion that the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public during the year. Accordingly, clause (v) of paragraph 3 of the order is not applicable.

vi. 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 148 (1) of the Act, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. According to the information and explanations given to us in respect of statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, Duty of Customs, Duty of Excise, Goods and service tax, Cess and other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2018 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, details of dues of Sales Tax which have not been deposited as on 31st March 2018 on account of dispute are given below:

Particulars	Financial year to which the matter pertains	Forum where matter is pending	Amount
Sales Tax	2004-05	West Bengal Commercial Taxes Appellate and Revisional Board	295184
Sales Tax	2011-12	West Bengal Commercial Taxes Appellate and Revisional Board	95896

viii. On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to Banks and financial institution. The Company did not have any outstanding debentures during the year.

ix. The Company did not raise any money by way of initial public officer and further public offer (including debt instrument) during the year. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were applied for the purpose for which the loans were obtained.

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid or provided for managerial remuneration in accordance with requisite approvals mandated by the provisions of Sec 197 read with Schedule V to the Companies Act, 2013.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, the company is not a Nidhi Company. Accordingly, clause (xii) of paragraph 3 of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partially convertible debentures during the year.

xv. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not entered into non-cash transactions with the directors or persons as per section 192 of the Companies Act, 2013. Accordingly, clause (xv) of paragraph 3 of the Order is not applicable.

xvi. According to the information and explanation given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause (xvi) of paragraph 3 of the Order is not applicable.

REPORT ON THE INTERNAL FINANCIAL CONTROLS 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 Wires & Fabriks (S.A.) Limited to the extent records available with us in Conjunction with our audit of the financial statements of the company as of and for the year ended 31st March 2018.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS’ RESPONSIBILITY

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

MEANING OF INTERNAL FINANCIAL 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 control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company.

For, S. K. Agrawal &Co.

Chartered Accountants

Place: Kolkata JKChoudhury

Date: 30th May 2018 Partner

Membership No.: 009367

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Mar 31, 2016

TO THE MEMBERS OF WIRES AND FABRIKS (S.A.) LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of WIRES AND FABRIKS (S.A) LIMITED, which comprise the Balance Sheet as at 31^st March, 2016, 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 STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”) issued by The Central Government, in terms of Sub-Section 143 of the Act we give in the Annexure-A, a statement of the matters specified in paragraph 3 and 4 of the order.

2. As required by Section143(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 Statements of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the book of account.

(d) In our opinion, the aforesaid standalone financial statement comply with the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014 and Companies (Accounting Standards) Amendment Rules, 2016

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

(f) With respect to the adequacy of the internal 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 has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 29 to the financial statements.

ii. the Company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

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

ANNEXURE “A” to independent auditors’ report

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE.

As required by the Companies (Auditor’s Report) Order, 2016 (“the order”) issued by the Central Government of India in terms of Sub-Section (II) of Section 143 of the Companies Act, 2013 and on the basis of such checks as we considered appropriate and the information and explanations given to us, we further report that:

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

b) The Company has a programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) We have checked and found that the title deeds of all immovable properties are held in the name of Company

2. The Management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnership or other parties covered in the Register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, the Company has not given loan and guarantee, made investment and provided securities in terms of provision of section 18S and 186 of the Companies Act 2013.

5. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the companies Act, 2013 in respect of the products of the Company and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of cost records, to ascertain the accuracy and completeness thereof.

7. a) According to the information and explanations given to us, and on the basis of our examination of the books of account,

the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, custom duty, excise duty, value added tax, cess and any other material statutory dues applicable to it and there is no outstanding as on 31st March, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no dues in respect of Income-tax, sales-tax, service tax, custom duty, excise duty and value added tax that have not been deposited with the appropriate authorities on account of any dispute except: :-

Nature of Dues	Amount (Rs.)	Period to which the amount relates	Forum where dispute is pending
Sales Tax	2,95,184	2004-05	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
Sales Tax	1,92,731	2006-07	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
Sales Tax	1,54,817	2007-08	Senior Joint Commissioner of Sales Tax, Oharamtala Circle , Kolkata
Sales Tax	2,17,636	2010-11	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
Sales Tax	6,07,929	2011-12	West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata
Sales Tax	1,37,954	2011-12	Rajasthan Tax Board, Ajmer
Sales Tax	10,36,520	2012-13	Senior Joint Commissioner of Sales Tax, Oharamtala Circle , Kolkata
Sales Tax	7,45,030	2012-13	Rajasthan Tax Board, Ajmer
Excise	5,20,230	2010-11	Central Excise & Service Tax Appellate Tribunal, Kolkata

8. On the basis of examination of the books of accounts and other records of the Company, we are of the opinion that the Company has not defaulted in repayment of loans to banks. Further the Company does not have any debentures, loan from financial institution or Government.

9. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has not raised any money by way of initial public offer or further public offer or debt instruments. The term loan availed by the Company were applied for the purpose for which the loans were obtained.

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

11. According to the information and explanations given to us, and on the basis of our examination of the books of account, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provision of Section 197 read with Schedules V of the Companies Act, 2013.

12. The Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the company.

13. According to the information and explanations given to us, and on the basis of our examination of the books of account, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards

14. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us, and on the basis of our examination of the books of account, Company has not entered into any non-cash transactions with directors or persons connected with him.

16. According to the information and explanations given to us, the provisions of Section 4S-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE “B” TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF WIRES AND FABRIKS (S.A.) LIMITED

REFERRED TO IN PARAGRAPH 2(F) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)

To The Members of Wires and Fabriks (S.A.) Limited,

We have audited the internal financial controls over financial reporting of Wires and Fabriks (S.A) Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITOR’S RESPONSIBILITY

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

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

EXPLANATORY PARAGRAPH

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the financial statements of Company, which comprise the Balance Sheet as at March 31, 2016, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, and our report dated May 2S, 2016 expressed an unqualified opinion thereon.

For S.S.KOTHARI & CO.

Chartered Accountants

CENTRE POINT

Firm’s Registration No. 302034E

21, Old Court House Street,

Kolkata - 700 001 R N BARDHAN

Partner

The 2Sth day of May, 2016 M. No. 017270

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Mar 31, 2015

We have audited the accompanying standalone financial statements of WIRES AND FABRIKS (S.A) LIMITED, which comprise the Balance Sheet as at 31st March, 201S, 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 STANDALONE FINANCIAL STATEMENTS

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

AUDITOR'S RESPONSIBILITY

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 201S, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 201S issued by The Central Government, in terms of Sub-Section 143 of the Act we give in the Annexure a statement of the matters specified in paragraph 3 and 4 of the order.

2. As required by Section143(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 Statements of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 201S taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 201S from being appointed as a director in terms of Section 164 (2) of the Act.

(f) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the company has adequate internal financial controls over financial reporting of the company and the operating effectiveness of such control.

(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 litigation which would impact its financial position.

ii. the Company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

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

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

As required by the Companies (Auditor's Report) Order, 201S (as amended) issued by the Central Government of India in terms of Sub-Section (II) of Section 143 of the Companies Act, 2013 and on the basis of such checks as we considered appropriate and the information and explanations given to us, we further report that:

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

b) The Company has a programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

2. a) The inventory lying at all locations except in transit and with third parties have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verifications of inventories followed by management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records on inventories and the discrepancies noticed on the physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under section 189 of the Companies Act, 2013.

4. 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 purchases of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

5. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(11) of the companies Act, 2013 in respect of the products of the Company and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of cost records, to ascertain the accuracy and completeness thereof.

7. a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, custom duty, wealth tax, service tax, value added tax, cess and any other material statutory dues applicable to it and there is no outstanding as on 31st March, 201S for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no dues in respect of Income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except: :-

Nature Amount Period to which Forum where dispute is pending of Dues Rs. the amount relates

Sales Tax 295184 2004-0S West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 192731 2006-07 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 154817 2007-08 Senior Joint Commissioner of Sales Tax, Dharamtala Circle, Kolkata Sales Tax 39001 2008-09 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 200650 2009-10 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 217636 2010-11 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 623805 2011-12 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Sales Tax 1406167 2011-12 The Appellate Authority-Ill, Commercial Taxes, Jaipur

Sales Tax 1775202 2012-13 The Appellate Authority-Ill, Commercial Taxes, Jaipur

Excise 520230 2010-11 Central Excise & Service Tax Appellate Tribunal, Kolkata

c) According to the information and explanations given to us the amount which are required to be transferred to investor education and protection fund in accordance with the relevant provision of the Companies Act, 1956 and rules there under has been transferred to such funds within time.

8. The Company has neither accumulated losses as at 31st March, 2015 nor incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders as may be ascertained from the examination of the books of account and other records of the Company.

10. According to information and explanations given to us the Company has not given any guarantee to banks and financial institutions for loans taken by others.

11. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied for the purpose for which the loans were obtained.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For S.S.KOTHARI &CO. Centre Point Chartered Accountants 21, Old Court House Street, Firm's Registration No. 302034E Kolkata - 700 001 R N BARDHAN Partner The 27th day of May, 2015 M. No. 017270

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flows of the Company in accordance with the accounting standard generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 19S6 ("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.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

(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 stated by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956, read with the General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph I under the heading "Report on other Legal and Regulatory Requirements" of our report of even date)

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

(b) The Company has a programme of physical verification of fixed assets in a phased manner so as to cover all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the said programme, fixed assets other than Furniture & Fixtures were physically verified during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of fixed assets.

2. (a) The inventory lying at all locations except in transit and with third parties has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

(d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 19S6. Hence, clauses (iii) (b), (c) & (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 19S6. Hence, clauses (iii) (f) & (g) of the order are not applicable

4. 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 for purchases of inventory, fixed assets and for the sale of goods and service. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the particulars of contracts or arrangements that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 19S6 have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements required to be entered in the Register u/s 301 of Companies Act, 19S6 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us and on the basis of our checking during the course of audit, the Company has not accepted any deposits from the public during the year.

7. In our opinion, the internal audit of Company carried out during the year by firms of Chartered Accountants appointed by the Company have been commensurate with the size of the Company and the nature of its business.

8. The Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 19S6 for the products of the company and such accounts and records have been made and maintained by the company. However we have not made a detailed examination of the records with a view to determine whether they are accurate.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were outstanding as at 31.03.2014 for a period of more than six months from the date they become payable.

(b) According to the records of the Company, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except: :-

Nature Amount Period to which of Dues the amount relates

Sales Tax 295183 2004-05 192731 2006-07 295782 2007-08

39001 2008-09

200650 2009-10

230066 2010-11

1092282 2011-12 4328280 2011-12

833939 2010-11

Entry Tax 1389401 2006-07, 2007-08 & 2008-09

379100 2009-10

538640 2010-11

Excise 520230 2010-11

Nature Forum where dispute is pending of Dues

Sales Tax West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

Senior Joint Commissioner of Sales Tax, Dharamtala Circle, Kolkata

Senior Joint Commissioner of Sales Tax, Dharamtala Circle, Kolkata The Appellate Authority-Ill, Commercial Taxes, Jaipur

The Appellate Authority-Ill, Commercial Taxes, Jaipur

Entry Tax Hon''ble High Court, Jaipur Dy. Commissioner (Appeals)-lll, Jaipur

Dy. Commissioner (Appeals)-lll, Jaipur Excise Central Excise &Service Tax Appellate Tribunal,Kolkata

10. The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit fund / society.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares & securities and timely entries have been made therein. All shares & securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loan taken by others during the year.

16. According to the information and explanations given to us, term loans availed by the Company were, prima facie, applied during the year for the purposes for which the loans were obtained.

17. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

18. The Company has not made any issue of shares during the year.

19. The Company has not issued debenture during the year.

20. The Company has not made any public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of audit.

"INDIA STEAMSHIP HOUSE" For S.S.KOTHARI &CO 21, Old Court House Street Chartered Accountants Kolkata - 700 001 R N BARDHAN Partner The 17th day of May, 2014 M. No.17270 Firm Reg. No. 302034E

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of WIRES & FABRIKS (S.A.) LIMITED, which comprise the Balance Sheet as at March, 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial osition, financial performance of the Company in accordance with the accounting principles generally accepted in India including

Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

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

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

OPINION

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

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

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

(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 stated by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in theAnnexure a statement on the matters specified in paragraphs 4 & 5 of the Order.

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

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

1. (a) The company''s has maintained proper records showing full particulars including quantitative details and situation of

fixed assets.

(b) The Company has a programme of physical verification of fixed assets in a phased manner so as to cover all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the said programme, fixed assets other than Furniture & Fixtures were physically verified during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of fixed assets.

2. (a) The inventory lying at all locations except in transit and with third parties has been physically verified during the year

by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory.

(d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured

from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (b), (c) & (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (f) & (g) of the order are not applicable.

4. 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 for purchases of inventory, fixed assets and for the sale of goods and service. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the particulars of contracts or arrangements that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements required to be entered in the Register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us and on the basis of our checking during the course of audit, the Company has not accepted any deposits from the public during the year.

7. In our opinion, the internal audit of Company carried out during the year by firms of Chartered Accountants appointed by the Company have been commensurate with the size of the Company and the nature of its business.

8. The Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for the products of the company and such accounts and records have been made and maintained by the company. However we have not made a detailed examination of the records with a view to determine whether they are accurate.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were outstanding as at 31.03.2013 for a period of more than six months from the date they become payable.

(b) According to the records of the Company, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except :-

10. The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit fund / society.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares & securities and timely entries have been made therein. All shares & securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loan taken by others during the year.

16. According to the information and explanations given to us, term loans availed by the Company were, prima facie, applied during the year for the purposes for which the loans were obtained.

17. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

18. The Company has not made any issue of shares during the year.

19. The Company has not issued debentures during the year.

20. The Company has not made any public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of audit.

"INDIA STEAMSHIP HOUSE"

For S.S.KOTHARI & CO.

21, Old Court House Street Chartered Accountants

Kolkata - 700 001 R N BARDHAN

Partner The 30,h day of May, 2013 M. No. 17270

Firm Reg. No. 302034E

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Mar 31, 2012

We report that we have audited the Balance sheet of WIRES AND FABRIKS (S.A.) LIMITED as at 31st March, 2012 and the statement of Profit & Loss of the Company for the year ended on that date and Cash Flow Statement for the year ended on that date as attached hereto which are in agreement with the Company's books of account, as submitted to us. 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director under clause (g) of sub section (1) of Section 274 of the Companies Act, 19S6.

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. 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 those books.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Accounting Policies and Notes appearing there in, comply with the applicable accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 19S6 and give the information required by the Companies Act, 19S6 in the manner so required and the Balance Sheet gives a true and fair view of the state of the Company's affairs as at 31st March, 2012. Profit and Loss Account gives a true and fair view of the profit for the year ended on that date and the Cash Flow Statement gives a true and fair view of the cash flows of the Company for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227 of Companies Act, 19S6 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we state that in our opinion:-

i. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. The Company has a programmed of physical verification of fixed assets in a phased manner so as to cover all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the said programme, fixed assets other than Office Equipments were physically verified during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets.

ii. a. The inventories lying at all location except in transit and with third parties has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d. The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

iii. a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 19S6. Hence, clauses (iii) (b),(c) & (d) of the order are not applicable. b. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 19S6. Hence, clauses (iii) (f) & (g) of the order are not applicable.

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 for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

v. a. On the basis of representative made by the management and scrutiny of books of accounts carried out by us, the particulars of contracts or arrangements that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 19S6 have been so entered. b. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements required to be entered in the Register U/s 301 of Companies Act, 19S6 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. According to the information and explanations given to us and on the basis of our checking during the course of audit, the Company has not accepted any deposits from the public during the year.

vii. In our opinion, the internal audit of Company carried out during the year by firms of Chartered Accountants appointed by the Company have been commensurate with the size of the Company and the nature of its business.

viii. According to the information given to us, the Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 19S6 for products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same to determine whether they are accurate and complete.

ix. a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were outstanding as at 31.03.2012 for a period of more than six months from the date they become payable.

b. According to the records of the Company, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except as follows:-

Nature Amount Period to which Forum where dispute is of Dues the amount relates pending

Income Tax 1,66,108 2007-08 The Asstt. Commissioner of Income Tax, Circle-3, Esplanade East, Kolkata

3,39,424 2009-10 The Asstt. Commissioner of Income Tax, Circle-3, Esplanade East, Kolkata

Sales Tax 1,13,551 2004-05 West Bengal Commercial Taxes Appellate and Revisional Board

1,92,731 2006-07 West Bengal Commercial Taxes Appellate and Revisional Board

2,9S,782 2007-08 West Bengal Commercial Taxes Appellate and Revisional Board

65,27,996 2008-09 Senior Jt. Commissioner of Sales Tax, Dharmatala Circle, Kolkata

10,11,146 2008-09 Dy. Commissioner (Appeal) - III, Jaipur

17,71,594 2009-10 Dy. Commissioner (Appeal) - III, Jaipur

x. The company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

xi. The company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund, nidhi or mutual benefit fund/society.

xiv. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares & securities and timely entries have been made therein. All shares & securities have been held by the Company in its own name.

xv. The Company has not given any guarantee for loan taken by others during the year.

xvi. According to the information and explanation given to us, term loans availed by the Company were, prima facie, applied during the year for the purposes for which the loans were obtained.

xvii.According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii. The Company has not made any issue of shares during the year.

xix. The Company has not issued debenture during the year.

xx. The Company has not made any public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of audit.

"INDIA STEAMSHIP HOUSE" For S.S.KOTHARI & CO. 21, Old Court House Street Chartered Accountants Kolkata - 700 001 R N BARDHAN Partner The 9th day of August, 2012 M. No.17270 Firm Reg. No. 302034E

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Mar 31, 2011

We report that we have audited the Balance Sheet of WIRES AND FABRIKS (S.A.) LIMITED as at 31st March, 2011 and the Profit & Loss Account of the Company for the year ended on that date and Cash Flow Statement for the year ended on that date as attached hereto which are in agreement with the Company's books of account, as submitted to us. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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. 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 those books.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Accounting Policies and Notes appearing there in, comply with the applicable accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 and give the information required by the Companies Act, 1956 in the manner so required and the Balance Sheet gives ? true and fair view of the state of the Company's affairs as at 31st March, 2011. Profit and Loss Account gives a true and fair view of the profit for the year ended on that date and the Cash Flow Statement gives a true and fair view of the cash flows of the Company for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) order, 2004 issued by the Central Government of India in terms of section 227 of Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we state that in our opinion:-

i) a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. The Company has a programme of physical verification of fixed assets in a phased manner so as to coverall the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the said programme, fixed assets other than Office Equipments were physically verified during the year and according to the informations and explanations given to us, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets.

ii) a. The inventories lying at all location except in transit and with third parties has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d. The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

iii) a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (b), (c) & (d) of the order are not applicable.

b. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (f) & (g) of the order are not applicable.

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 for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

v. a. On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the particulars of contracts or arrangements that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered

b. In our opinion and according to the information and explanations given to us transactions made in pursuance of contracts or arrangements required to be entered in the Register u/s 301 of Companies Act. 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. According to the information and explanations given to us and on the basis of our checking during the course of audit, the Company has not accepted any deposits from the public during the year,

vii. In our opinion, the internal audit of Company carried out during the year by firms of Chartered Accountants appointed by the Company have been commensurate with the size of the Company and the nature of its business.

viii. The Central Government has prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 in respect of generation of electricity from wind power and such accounts and records have been made and maintained by the company. However, we have not made a detailed examination of the records with a view to determine whether they are accurate.

ix. a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax. customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were outstanding as at 31.03.2011 for a period of more than six months from the date they become payable.

b. According to the records of the Company, there are no dues of income tax, wealth tax. service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except :-

(i) Sales tax demand of Rs. 1,13.551/- for the year 2004-05, Rs. 6,44.801/- for the year 2007-08 and Rs. 10,47,164/- for the year 2008-09 for which appeals are pending before the West Bengal Commercial Taxes Appellate and Revisional Board, Senior Joint Commissioner of Sales Tax, Dharamtala Circle, Kolkata and Dy. Commissioner (Appeal) - III, Jaipur respectively.

(ii) Service tax demand of Rs.2,65,643/- for the period from 16.06.2005 to 31.12.2005 for which appeals are pending before The Appellant Tribunal, Customs, Excise and Service Tax, New Delhi.

(iii) Excise duty demand of Rs. 14,07,362/- for the period from April, 2002 to March, 2005 for which appeal is pending before Commissioner (Appeal) - II of Central Excise, Kolkata.

x. The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

xi. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund, nidhi or mutual benefit fund/society.

xiv. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares & securities and timely entries have been made therein. All shares & securities have been held by the Company in its own name.

xv. The Company has not given any guarantee for loan taken by others during the year.

xvi. According to the information and explanation given to us, term loans availed by the Company were, prima facie, applied during the year for the purposes for which the loans were obtained.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii. The Company has not made any issue of shares during the year.

xix. The Company has not issued debenture during the year.

xx. The Company has not made any public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of audit.

For S.S. KOTHARI & CO. Chartered Accountants R N BARDHAN Partner M. No. 17270 Firm Reg. No. 302034E

"INDIA STEAMSHIP HOUSE" 21, Old Court House Street Kolkata - 700 001

The 27th day of May, 2011

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Mar 31, 2010

We report that we have audited the Balance Sheet of WIRES AND FABRIKS (S.A) LIMITED as at 31st March, 2010 and the Profit & Loss Account of the Company for the year ended on that date and Cash Flow Statement for the year ended on that date as attached hereto which are in agreement with the Companys books of account, as submitted to us. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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. 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 those books.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Accounting Policies and Notes appearing there in, comply with the applicable accounting standards referred to in sub section (3C) of section 211 of the Companies Act,1956 and give the information required by the Companies Act, 1956 in the manner so required and the Balance Sheet gives a true and fair view of the state of the Companys affairs as at 31st March, 2010, Profit and Loss Account gives a true and fair view of the profit for the year ended on that date and the Cash Flow Statement gives a true and fair view of the cash flows of the Company for the year ended on that date.

As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) order, 2004 issued by the Central Government of India in terms of section 227 of Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we state

that in our opinion :

i. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. The Company has a programme of physical verification of fixed assets in a phased manner so as to cover all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the said programme, fixed assets other than Furniture and Fixtures were physically verified during the year and according to the informations and explanations given to us, no Tnaterial discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets.

ii. a. The inventories lying at all location except in transit and with third parties has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d. The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

iii. a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (b), (c) & (d) of the order are not applicable.

b. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence, clauses (iii) (f) & (g) of the order are not applicable.

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 for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

v. a. On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the particulars of contracts or arrangements that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements required to be entered in the Register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. According to the information and explanations given to us and on the basis of our checking during the course of audit, the Company has not accepted any deposits from the public during the year.

vii. In our opinion, the internal audit of Company carried out during the year by firms of Chartered Accountants appointed by the Company have been commensurate with the size of the Company and the nature of its business.

viii. The Central Government has prescribed maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956 in respect of generation of electricity from wind power and such accounts and records have been made and maintained by the company. However we have not made a detailed examination of the records with a view to determine whether they are accurate.

ix. a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were outstanding as at 31.03.2010 for a period of more than six months from the date they become payable.

b. According to the records of the Company, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except:

(i) Sales tax demand of Rs. 1,13,551/- for the year 2004-05 and Rs. 10,63,988 for the year 2005-06 for which appeals are pending before the West Bengal Commercial Taxes Appellate and Revisional Board and Senior Joint Commissioner of Sales Tax, Dharamtala Circle, Kolkata respectively.

(ii) Service tax demand of Rs.2,63,054/- for the period from 16.06.2005 to 31.12.2005 and Rs. 4,29,175/- for the period March,2007 to January,2009 for which appeals are pending before The Commissioner (Appeal)-I, Central Excise, Jaipur-I.

(iii) Excise duty demand of Rs 14,07,362/- for the period from April, 2002 to March, 2005 for which appeal is pending before Commissioner (Appeal) -II, of Central Excise, Kolkata.

x. The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

xi. Tha Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund, nidhi or mutual benefit fund / society.

xiv. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares & securities and timely entries have been made therein. All shares & securities have been held by the Company in its own name.

xv. The Company has not given any guarantee for loan taken by others during the year.

xvi. According to the information and explanation given to us, term loans availed by the Company were, prima facie, applied during the year for the purposes for which the loans were obtained.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii.The Company has not made any issue of shares during the year.

xix. The Company has not issued debenture during the year.

xx. The Company has not made any public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the company has been noticed or reported during the course of audit.



"INDIA STEAMSHIP HOUSE" for S.S.KOTHARI & CO. 21,Old Court House Street Chartered Accountants Kolkata-700 001 Partner The 27th day of May,2010 Membership No.177270 Firm Reg.No.302034E