Auditor Report of A F Enterprises Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial
statements of Zaggle Prepaid Ocean Services Limited
(formerly known as Zaggle Prepaid Ocean Services Private
Limited) (the “Company”), which comprise the Balance
Sheet as at March 31, 2024, the Statement of Profit and
Loss including Other Comprehensive Income, Statement
of Changes in Equity and Statement of Cash Flows for the
year then ended, and notes to the standalone financial
statements, including material accounting policy information
and other explanatory information (hereinafter referred to as
the “standalone financial statements”).

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 Companies Act, 2013 (the “Act”) in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended (“Ind AS”)
and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,
2024, and profit including other comprehensive income,
changes in equity and its cash flows for the year ended on
that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements 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 Standalone financial statements'' section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI”) together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a
basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the year ended March
31, 2024. These matters were addressed in the context of
our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. We have determined
the matter described below to be the key audit matter to be
communicated in our report:

Revenue Recognition (Refer note 2.2 (A) of Standalone
Financial Statements):

Revenue is a key performance measure for the Company.
Revenue of the Company mainly comprise of program fees
and sales of propel gift cards vouchers.

Revenue is recognised as per the terms of the contract with
the respective customers and when it meets the recognition
criteria as per Ind AS 115 on “Revenue from contracts with
customers”.

There exists a risk of revenue not being recognised in
proportion to the service performed by the Company.
Further, revenue may also be recorded in an incorrect period
or on a basis which is inconsistent with the contractual terms
agreed with the customers.

In view of the above factors and given that the Company
and its stakeholders focus on revenue as a key performance
indicator, we have determined Revenue to be a key audit
matter.

How the Key Audit Matter was addressed in our audit:

1. Evaluated the appropriateness of the revenue
recognition accounting policies of the Company with
the principles of Indian Accounting standard 115 - ‘
Revenue from contracts with customer'' (‘Ind AS 115'').

2. Evaluated the design, implementation and tested the
operating effectiveness of the relevant key controls
with respect to revenue recognition.

3. Performed Analytical procedures on revenue
recognised during the year to identify and inquire
on unusual variances, if any and getting the reasons
for variances confirmed from the management of the
Company.

4. Verified completeness and existence assertion by
performing substantive testing on selected samples
of revenue transactions recorded during the year by
testing the underlying documents including contracts,

invoices, gift voucher delivery communications and
customer receipts, wherever applicable and obtaining
independent balance confirmation from the customers
at the balance sheet date.

5. Verified cut off assertion by reviewing the Company''s
revenue recognition policies, testing samples of
revenue transactions near the end of the reporting
period and verified supporting documents to verify
that the revenue is recorded in corrected accounting
period.

6. Tested on a sample basis, manual journal entries
relating to revenues to identify and inquire on unusual
items, if any.

7. Assessed the adequacy and appropriateness of the
disclosures made in the financial statements to verify
they are accurate, complete, and comply with the
requirements of Ind AS 115 - ‘ Revenue from contracts
with customer''.

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
Management report, Chairman''s statement, Director''s
report, Business Responsibility and Sustainability Reporting
etc. but does not include the standalone financial statements
and our auditor''s report thereon. The Management
report, Chairman''s statement, Director''s report, Business
Responsibility and Sustainability Reporting etc. is expected
to be made available to us after the date of this auditor''s
report.

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

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

When we read the Management report, Chairman''s
statement, Director''s report, Business Responsibility and
Sustainability Reporting etc., if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance

under SA 720 ‘The Auditor''s responsibilities Relating to
Other Information''.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Management and Board of Directors is
responsible for the matters stated in section 134(5) of 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, changes in equity
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. This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the financial statement
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board
of Directors are 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 the Board
of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

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

decisions of users taken on the basis of these standalone
financial statements.

We give in “Annexure A” a detailed description of Auditor''s
responsibilities for Audit of the Standalone financial
statements.

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 “Annexure B” 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 it appears from our examination of
those books except for the matters stated in the
paragraph 2 (h) (vi) below on reporting under Rule
11(g).

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

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

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

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure C”.

(g) The reservation relating to the maintenance of
accounts and other matters connected therewith

are as stated in paragraph 2 (b) above on reporting
under Section 143(3)(b) and paragraph 2 (h) (vi)
below on reporting under Rule 11(g).

(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 on its financial position
in its standalone financial statements -
Refer Note 30 to the standalone financial
statements.

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, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

iv. (1) The Management has represented

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, 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.

(2) The Management has represented,
that, to the best of its knowledge and
belief, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign
entities (Funding Parties), with the
understanding, whether recorded in

writing or otherwise, as on the date
of this audit report, that the Company
shall, 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.

(3) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, and according to the
information and explanations provided
to us by the Management in this regard
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
(1) and (2) above, contain any material
mis-statement.

v. The Company has neither declared nor paid any
dividend during the year.

vi. The Company has upgraded its accounting
software on August 25, 2023, to the Edit Log
version software from an earlier version of the
accounting software it operated for maintaining its
books of account during the year ended March 31,
2024. Based on our examination, we are unable
to comment whether the earlier version of the
accounting software had a feature of recording
audit trail (edit log) facility and whether it was
enabled therein. However, the upgraded Edit
Log version software has a feature of recording
audit trail (edit log) facility, which was enabled in
the software and the same has been operated
effectively throughout the period from August 25,
2023, to March 31, 2024. Further, we did not come
across any instance of the audit trail feature being
tampered with during this period in the upgraded
Edit Log version software.

3. In our opinion, according to information, explanations
given to us, the remuneration paid / provided by
the Company to its directors is within the limits laid
prescribed under Section 197 read with Schedule V of
the Act and the rules thereunder.

For P R S V & Co. LLP For M S K A & Associates

Chartered Accountants Chartered Accountants

ICAI Firm Registration No. S200016 ICAI Firm Registration No.105047W

Y Venkateswarlu Prakash Chandra Bhutada

Partner Partner

Membership No. 222068 Membership No. 404621

UDIN: 24222068BKAVRA7010 UDIN: 24404621BKFSKG3035

Place: Hyderabad Place: Hyderabad

Date: May 23, 2024 Date: May 23, 2024

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Mar 31, 2015

We have audited the accompanying financial statements of A.F. Enterprises Limited ('the Company') which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, Cash Flow Statement 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 and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures elected 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.

ii. In the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. In the case of Cash Flow Statement, of the cash flows for the year ended on that date Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), as amended, issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 1 of our Order.

2. As required by section 143(3) of the Act, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards.

e. On the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164 of the Companies Act, 2013.

"ANNEXURE" TO THE AUDITOR'S REPORT

(As referred in paragraphs of our report)

1. In respect of its fixed assets:

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of Inventories consisting of shares and securities held in other Company :

a) The inventories 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 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) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

a) In our opinion, and according to the information and explanation given to us, the company has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the requirements as per sub- clause (iii) (a) & (b) of the order are not applicable in case of the company.

b) The Company has not taken any loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the requirements as per sub- clause (iii) (e), (f) and (g) of paragraph 4 of the order are not applicable in case of the company.

4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods or services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. As explained and according to information given to us there has not been any contract or arrangement referred to in section 189 of the Act, particulars of which need to be entered in the register required to be maintained under section 189 of the Companies Act, 2013.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. The cost record maintained by the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 148(1 )of the Companies Act, 2013 are not applicable to the company.

9. In respect of statutory dues:

a) 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 have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of the aforesaid statutory dues were outstanding as at 31.03.2015 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no outstanding statutory dues on the part of company which is not deposited on account of dispute.

10. According to the information and explanations given to us, the Company has no accumulated losses. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. According to the information and explanations given to us, the company has not taken any loan from any financial institution or bank or debenture holder.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.

13. The Company is not a chit fund, nidhi or mutual benefit society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments held by the company, in it's own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. As per information and explanations given to us, the company has not obtained any term loans during the year and no term loans are outstanding on the company at the end of year.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares.

19. The company has not issued any debentures. Hence the requirements of sub- clause (xix) of paragraph 4 of the Order are not applicable to the company.

20. As explained to us, the management has disclosed on the end use of money raised by public issues and the same has been verified.

21. According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

FOR V.N. PUROHIT & CO. Chartered Accountants Firm Regn. No. 304040E

Sd/- O.P. Pareek Partner Membership No. 014238

New Delhi, the 29th day of May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of A.F. Enterprises Limited (the Company'') which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss, Cash Flow Statement 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 and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

ii. In the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order''), as amended, issued by the Central Government of India in terms of sub-sectinn (4A> of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 1 of our Order.

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

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

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

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

d. In uur opinion, the Balance Sheet, SLatement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting SLandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

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

"ANNEXURE" TO THE AUDITOR''S REPORT

(As referred in paragraphs of our report)

1. In respect of its fixed assets:

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

b> As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of Inventories consisting of shares and securities held in other Company:

a) The inventories 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 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) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) In our opinion, and according to the information and explanation given to us, the company has not granted any loans, secured or unsecured during the year to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements as per sub-clause (iii) (a), (b), (c) and (d) of paragraph 4 of the order are not applicable in case of the company.

b) The Company has not taken any loans, secured or unsecured during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements as per sub-clause (iii) (e), (f) and (g) of paragraph 4 of the order are not applicable in case of the company.

4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods or services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. As explained and according to information given to us there has not been any contract or arrangement referred to in section 301 of the Act, particulars of which need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

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

8. The cost record maintained by the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company.

9. In respect of statutory dues:

a) 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 have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amount payable in respect of the aforesaid statutory dues were outstanding as at 31.03.2014 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no outstanding statutory dues on the part of company which is not deposited on account of dispute.

10. According to the information and explanations given to us, the accumulated losses of tne company are less than fifty per cent of its net worth. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. According to the information and explanations given to us, the company has not taken any loan from any financial institution or bank or debenture holder.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.

13. The Company is not a chit fund, nidhi or mutual benefit society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments held by the company, in it''s own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. As per information and explanations given to us, the company has not obtained any term loans during the year and no term loans are outstanding on the company at the end of year.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

18. The Company has made preferential allotment of shares to the parties listed in the register maintained under section 301 of the Companies Act, 1956. According to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The company has not issued any debentures. Hence the requirements of sub-clause (xix) of paragraph 4 of the Order are not applicable to the company.

20. As explained to us, the management has disclosed on the end use of money raised by public issues and the same has been verified.

21. According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

FOR V.N. PUROHIT & CO. CharLered Accountants Firm Regn. No. 304040E

Sd/- O.P. Pareek Partner Membership No. 014238

New Delhi, the 26th day of May 2014

---

Mar 31, 2013

We have audited the accompanying financial statements of A F ENTERPRISES LIMITED ("the Company"), which comprise the Balance Sheet As at March 31,2013,the Statement of Profit and Loss for the year then ended, Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

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

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

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

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

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

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

c) In the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order''") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 5 of the Order.

2. Books of Accounts are prepared on Going Concern basis, Management is planning to arrange additional funds for repayment of its liabilities. Therefore Going concern assumption seems to be unaffected.

3. As required by section 227(3) of the Act, we report that

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

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

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

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

e) On the basis of written representations received from the directors as on March 31 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act 1956

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

Annexure referred to in Paragraph 1 of our report of even date to the Shareholders of A F ENTERPRISES LIMITED for the year ended on 31st March, 2013

1 No Fixed Assets are held by the Company during the year.

2 No Inventory is held by the Company during the year.

3 The Company has granted loans for Rs.1.04 Lacs without interest to "One Party" and taken unsecured Loans for Rs. 103.78 Lacs from "Two Parties" covered in the Register maintained under Section 301 of The Companies Act, 1956.The rate of interest and other terms & conditions of Loan given by the Company are Prima facie not prejudicial to the interest of the Company.

4 In our opinion, 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5.a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 19S6 have been so entered.

b) In our opinion, according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements entered into the Register in pursuance of Section 301 of the Act, exceeding the value of Rupees Five Lakhs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and S8AA of the Act and the rules framed there under.

7 The Company have Internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed the maintenance of Cost Records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

9.a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including income-tax, sales-tax, customs duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, income-tax, customs duty and cess etc which have not been deposited on account of any dispute.

10 The Company has accumulated losses more than 50% of the Net Worth as at 31st March, 2013 and it has incurred cash losses in the financial year ended on that date. The Company has not incurred cash losses rn the immediately preceding financial year.

11 According to the record of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at 31st March,2013.

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

13 The provisions of any special statue applicable to Chit Fund/ Nidhi Mutual Benefit Fund societies are not applicable to the Company.

14 In our opinion, the Company was formed with the object of dealing in shares, debentures, securities and other investments. There is transaction during the year and shares acquired by the Company by way of investments were held in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

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

17 On the basis of overall examination of the Balance Sheet of the Company in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investments or vice versa.

18 The Company has not made any preferential allotment of Shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

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

20 The Company has not raised any money by public issues during the year.

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

For Umesh Chand & Company

Chartered Accountants

Place: New Delhi (FRN O10585N)

Dated: 29.05.2013

Umesh Chand Goyal

(Partner)

M. No.088328

---

Mar 31, 2012

1 We have audited the attached Balance Sheet of A. F. ENTERPRISES LIMITED as .at 31st March, 2012 and also the Profit and loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Out responsibility is to express, an opinion on these Financial Statements based on our audit.

2 We conducted our audit in accordance with auditing standards generally accepted" in India, Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material 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 (as amended) issued by the Central Government of India under the provisions of Section 227(4A) of the Companies Act, 1956, we enclose in (he Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order.

4 Books of accounts are prepared on going concern basis, Management is planning to arrange additional funds for repayment of its liabilities. Therefore going concern assumption seems to be unaffected.

5 Further to our comments in the Annexure referred to above, report that:

(i) 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.

(ii) In our opinion, the Company has kept proper books of accounts as required by the law, so far, as appears from our examination of the books.

(iii) The Balance sheet and the Statement of Profit and Loss referred to in the report are in agreement, with the books of accounts.

(iv) In our opinion, Balance Sheet and Statement of Profit & Loss comply with the accounting standards referred to Section 211(3C) of the Companies Act. 1956.

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Statement of Profit and Loss give the information required by the Companies Act 1956, in the manner, so required and give a true and fair view:

a. In the case of the Balance sheet of the state of affairs of the Company as at 31si March, 2012 and

b. In the case of Statement of Profit and Loss of the Profit of the Company for the year ended on that date.

Annexure referred to in Paragraph 3 of our report of even date to the Shareholders of A F ENTERPRISES LIMITED for the year ended on 31st March, 2012

1 No Fixed Assets are held by the Company during the year.

2 No Inventory is held by the Company during the year.

3 The Company has granted loans for Rs,1.24 Lacs without interest to two companies and taken unsecured Loans for Rs. 0,86 Lacs from one company covered in the Register maintained under Section 301 of The Companies Act, 1956, As per explanation given by the Management such loans are not prejudicial to the interest of the company.

4 In our opinion, 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. During the course of our audit, we have. not observed any continuing failure to correct. major weakness in internal controls.

5 a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the. Companies Act, 1956 have been so entered.

(b) In our opinion, according to the information and explanations-given to us, there are no transactions made in pursuance of such contracts or arrangements entered into the Register in pursuance of Section 301 of the Act, exceeding the value of Rupees Five Lakhs in respect-oJ any party during the year, which have I been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and 5SAA of the Act and the rules framed there under.

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

8 The Central Government has. not prescribed the maintenance of Cost Records under clause (d) of sub- section (1) of Section 209 of the Act for any of the products of the Company;

9 a) According to the information and explanations given to us and the records of the- Company examined by us, in our opinion., the Company is regular in depositing, the undisputed statutory dues including income- tax, sales-tax, customs duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us arid the records of the Company examined by us, there are no dues of sales tax, income-tax, customs duty and cess etc., which have not been deposited on account of any dispute.

10 The Company has accumulated losses more than 50% of the Net Worth as at 31st March, 2012 and it has not incurred cash losses in the financial year ended en that date. The Company has incurred cash losses. In the immediately preceding financial year.

11 According to the record of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at 31st March,2012.

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

13 The provisions of any special statue applicable to Chit Fund/ Nidhi Mutual Benefit Fund societies are not applicable to the Company.

14 In our opinion, the Company was formed with the object of dealing in shares, debentures, securities and other investments, However there are no transacts during me year. Shares acquired by the Company by way of investments were held in its own name.

15 According to the information and explanations given to us. the Company has not given any guarantee for loans taken by others from Banks or Financial-Institutions during. the year.

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

17 On the basis of overall examination of the Balance Sheet of the Company in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investments or vice versa.

18 The Company has not made any preferential allotment of Shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

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

20 The Company has not raised any money by public issues during the year.

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

For Umesh Chand & Company

Chartered Accountants

Place: New Delhi

(Regn. No, 010585N)

Dated: 30.08,2012

Umesh Chand Goya

{Partner}

M.No. 088328

---

Mar 31, 2011

1 We have audited the attached Balance Sheet of A. F. ENTERPRISES LIMITED as at 31st March, 2011 and also the Profit and 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material 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 {as amended) issued by the Central Government of India under the provisions of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5, of the said order,

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

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

(ii) In our opinion, the Company has kept proper books of accounts as required by the law, so far, as appears from our examination of the books.

(iii) The Balance sheet and the Profit and loss account referred to in the report are in agreement with the books of accounts.

(iv) In our opinion, Balance Sheet and Profit & Loss account comply with the accounting standards referred to Section 211(3C) of the Companies Act. 1956.

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

(vi) "In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss account subject to the matters referred in the notes to the accounts in Schedule 7 B 1 (a} & (b) give the information required by the Companies Act 1956, in the manner, so required and give a true and fair view:

a. In the case of the Balance sheet of the state of affairs of the Company as at 31st March, 2011 and

b. In the case of Profit and Loss account of the Loss of the Company for the year ended on that date,

Annexure referred to in Paragraph 3 of our report of even date to the Shareholders of A. F. ENTERPRISES LIMITED for the year ended on 31st March, 2011

1 No Fixed Assets are held by the Company during the year.

2 No Inventory is held by the Company during the year.

3 The Company has not granted any loan, but has taken unsecured loans for Rs. 97.95 lacs without interest from three companies covered in the Register maintained under Section 301 of The Companies Act, 1956. As per explanation given by the Management such loans are not prejudicial to the interest of the company.

4 In our opinion, 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5.a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements entered into the Register in pursuance of Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time,

6 The Company has not accepted any deposits from the public within the meaning of Sections 53A and 58AA of the Act and the rules framed there under.

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

8 The Central Government has not prescribed the maintenance of Cost Records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

9,a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including income-tax, sales-tax, customs duty, cess and other material statutory dues as applicable with the appropriate authorities. .

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, income-tax, customs duty and cess etc..which have not been deposited on account of any dispute.

10 The Company has accumulated losses as at 31st March, 2011 and it has incurred .cash losses in the financial year ended on that date. The Company has also incurred cash losses in the immediately preceding financial year,

11 According to the record of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at 31st March,2011.

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

13 The provisions of any special statue applicable to Chit Fund/ Knight Mutual Benefit Fund societies are not applicable to the Company.

14 In our opinion, the Company is a dealer or trader in shares, debentures, securities and other investments. However, there are no transactions during the year. Shares acquired by the Company Py way of investments were held in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

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

17 On the basis of overall examination of the Balance Sheet of the Company in our opinion and according to the information and explanations given to us, there are no funds raised on a short- term basis, which have been used for long-term investments or vice versa.

18 The Company has not made any preferential allotment of Shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

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

20 The Company has not raised any money by public issues during the year.

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

For Umesh Chand & Company

Chartered Accountants

Place: New Delhi (Regn. No. 010585N)

Dated: 16th July,2011

Umesh Chand Goyal

(Partner)

M. No, 088328