Auditor Report of Nimbus Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Nimbus Industries Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with 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 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 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 March 2015 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

i. the Company has no pending litigations and hence the question of disclosing the impact of the same on its financial position in its financial statements does not arise;

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

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

For N.L. Upadhyaya & Co Chartered Accountants FRN: 11165W

Proprietor Mem No: 35535 Date:-11/06/2015

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Mar 31, 2011

1. We have audited the attached Balance Sheet of NIMBUS INDUSTRIES LIMITED, as at 31st March 2011 and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit,

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

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

4. Further to our comments in Annexure referred to in Paragraph 3 above, we report that;

a. Note NO, 4 of the notes to the accounts that balance of Sundry Debtors, Sundry Creditors, Loans & Advances are subject to confirmation and Reconciliation,

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

c. In our opinion, proper books of account as required by law have been kept by the company so far as appear from our examination of those books;

d. In our opinion, the Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report comply with accounting standards referred to in subsection 3(c) of 211 of the Companies Act, 1956. with the books of account;

e. On the basis of the written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of subsection (1} of Section 274 of the companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

iii. In the case of Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE TO AUDITORS' REPORT

1 I) The Company has maintained proper records showing full particulars and assets being of intangible nature can not be physically verified.

II) The Company has not disposed off any of its fixed assets during the year.

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

3 The Company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and to companies under the same management as defined under Sub-section (lb) of sec 370 of the Companies Act, 1956 and in our opinion, the terms and conditions are prima facie not prejudicial to the interests of the Company

4 The Company has taken loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and in our opinion the terms & conditions are not prejudicial to the interests of the Company,

5 In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and nature of its business* During the course of audit we have not observed any major weakness in internal controls.

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

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

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

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

10 i) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory dues, wherever applicable, have been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more then six months from the date they became payable except to the extent that the Company has not deposited fully the Income Tax as computed by it to the Income Tax Department for Assessment years 2009-10, 2010-11 and 2011-12.

ii) To the best of our knowledge and according to information and explanations provided to us, the Company has no disputed dues under income Tax.

11 The Company has accumulated losses at the end of the financial year but has not incurred cash losses in the current and immediately preceding financial year.

12 In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the debentures holders. Further the Company has not borrowed any amounts from the financial institutions or banks during the year under audit.

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

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

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

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

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

18 According to the information and explanations given to us and on overall examinations of the Balance Sheet of the Company, we report that the Company has not raised short terms funds during the year from any financial institution / Bank.

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

20 During the year covered by our report, the Company has not raised any monies by way of issue of Secured debentures,

21 The Company has not raised any monies by way of Public Issue during the year

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

For, N. L, Upadhyaya & Co.

Chartered Accountants

Firm Registration No. 11165W

(N. L. Upadhyaya)

Place: Mumbai Proprietor

Date: 02.08.2011 Membership No. 35535

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Mar 31, 2010

1. We have audited the attached Balance Sheet of NIMBUS INDUSTRIES LIMITED, as at 31st March 2010 and the Profit & Loss Account for the year ended-on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act5, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appear from our examination of those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Profit & Loss Account read with note no. B-6 of schedule J" of Notes of Accounts dealt with by this report comply with the Accounting Standards refereed to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on March 31, 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; I i) In the case of the Balance Sheet, of the "state of affairs" of the companyas at31stMarch,2010;and ii) In the case of Profit & Loss Account, of the "Profit" for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

1. The company has fixed assets during the year and which have been valued and certified by the management. The physical verification of the same have not been carried out as per clause 4(i) of the Companies (Auditors Report) Order, 2003.

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

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

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

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

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

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

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

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

10. i) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory dues, wherever applicable, have been

11. regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed 31st March, 2010 for a period of more then six months from the date they became payable.

ii) To the best of our knowledge and according to information and explanations provided to us, the Company has no disputed dues under income Tax.

12. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

13. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the debentures holders. Further the Company has not borrowed any amounts from the financial institutions or banks during the year under audit.

14. In our opinion and according to the explanation given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of share, debentures and other securities.

15. In our opinion, the company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, Clause 4(xiii) of the companies (Auditors Report) Order 2003 is not applicable to the Company.

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

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

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

19. According to the information and explanations given to us and on overall examinations of the Balance Sheet of the Company, we report that the Company has not raised short terms funds during the year.

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

21. During the year cover by our report, the Company has not raised any monies by way of issue of Secured debentures.

22. The Company has not raised any monies by way of Public Issue during the year.

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

N. L. UPADHYAYA & CO. Chartered Accountants

Nakul Upadhyaya Proprietor Membership No. 35535

Place: Mumbai Dated: 02.08.2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of NIMBUS INDUSTRIES LIMITED, as at 31st March 2009 and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act5, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appear from our examination of those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Profit & Loss Account read with note no. B-6 of schedule J" of Notes of Accounts dealt with by this report comply with the Accounting Standards refereed to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on March 31, 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

ii. In the case of Profit & Loss Account, of the "Profit" for the year ended one that date.

ANNEXURE TO AUDITORS REPORT

1. The company has fixed assets during the year and which have been valued and certified by the management. The physical verification of the same have not been carried out as per clause 4(i) of the Companies (Auditors Report) Order, 2003.

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

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

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

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

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

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

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

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

10. i) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory dues, wherever applicable, have been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed

31 March, 2009 for a period of more then six months from the date they became payable.

ii) To the best of our knowledge and according to information and explanations provided to us, the Company has no disputed dues under income Tax.

11. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the debentures holders. Further the Company has not borrowed any amounts from the financial institutions or banks during the year under audit.

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

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

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

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

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

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

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

20. During the year cover by our report, the Company has not raised any monies by way of issue of Secured debentures.

21. The Company has not raised any monies by way of Public Issue during the year.

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

For, N. L. Upadhyaya & Co. Chartered Accountants

(N. L. Upadhyaya) Place: Mumbai Proprietor Date: 02.09.2008 Membership No. 35535