Auditor Report of Active Clothing Co Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Active
Clothing Co Limited (“the Company”), which comprise the Balance sheet as at 31^st
March, 2025, and the Statement of Profit and Loss, the Cash Blow Statement and the
Statement of Changes in Equity for the Year ended, and a summary of significant
accounting policies and other explanatory information.

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

BASIS OF OPINION

We conducted our audit of the standalone financial statements in accordance with
the Standards on Accounting specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in the Auditor’s
Responsibility 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 Standalone Financial
Statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is

sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

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

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

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

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

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in
equity of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecling frauds
and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

Auditor’s Responsibility 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 is accordance with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial
statements.

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

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

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

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

• Conclude on the appropriateness of management’s use of fhe going
concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainly exists related to events or conditions that may
cast significant doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date or our Auditor’s Report. However, future events or
conditions may cause the Company to cease to continue as a going
concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Companies Act 2013, based on our Audit

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 if appears from our examination of
those books.

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

d) In our opinion, the aforesaidstandalone financial statements comply
with the Ind AS specified under Section 133 of the Act.

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

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

g) With respect to the other matters to be included in the Auditor''s Report
in accordance with the requirements of Section 197(16) of the Act, as
amended.

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

h) With respect to the other matters to be included in the Auditor’s Report
in accordance with Rule 1 1 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to the best of our
information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its
financial position in its 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) a) the Management has represented that, to the best of it''s
knowledge and belief to the financial statements, 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.

(b) The management has represented, that, to the best of it’s
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, 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.

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

2. As required by the Companies ( Auditor''s Report) Order, 2020 (“the Order”)
issued by the Central Government in terms of Section 143 (11) of the Act, we
give in “ Annexure B” a statement on the matters specified in paragraphs 3
and 4 of the Order.

FOR KAPOOR RAJESH & ASSOCIATES,
CHARTERED ACCOUNTANTS.

Sd/-

( DEEPAK BHATT )

Partner

DATE : 30.05.2025 Membership No. 532529

PLACE: Mohali Firm Registration No. 015350N

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Mar 31, 2024

We hove audited the accompanying standalone financial statements of Active Clothing Co Limited (“the Company”), which comprise the Balance sheet as at 31^st March, 2024, and the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity for the Year ended, and a summary of significant accounting policies and other explanatory information.

In our Opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 the Companies ( Indian Accounting Standards) Rules, 2015, as amended ( “ Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March,2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS OF OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Accounting specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility 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 Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Information Other that the Financial Statements and Auditor''s Report Thereon

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

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

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

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

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 fhe Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequafe accounfing records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor''s Responsibility 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 is accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainly exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date or our Auditor’s Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Companies Act 2013, based on our Audit

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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaidstandalone financial statements comply with the Ind AS specified under Section 133 of the Act.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our Separate Report in “Annexure A", our report expresses an unmodified opinion on the adequacy and operating effectiveness of fhe Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended.

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements .

ii) The Company did not have any long term contracts including derivative contracts for which there v/ere any material foreseeable losses.

iii) a) the Management has represented that, to the best of it’s knowledge and belief to the financial statements, 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 fhe 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 fhe Company (“ultimate Beneficiaries'' ) or provide any guarantee, security or the like on behalf of fhe Ultimate Beneficiaries.

(b) The management has represented, that, to the best of it’s knowledge and belief , no funds have been received by fhe Company from any person(s) or entity(ies), including foreign entities (“Funding Parties''¹), with the understanding, whether recorded in writing or otherwise, 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’¹) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

2. As required by the Companies ( Auditor''s Report) Order, 2020 (“the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in “ Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ForSwarn K Jain & Co.

Chartered Accountants

Firm Registration No. 032917N

Sd/-

Swarn K Jain

Proprietor

Membership No. 092951

UDIN:

Place: Mohali Dated: 30.05.2024

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Active Clothing Co Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss, the cash flow statement and the statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these financial statements that give a true and fair view of the financial position , financial performance, the Cash Flows and change in Equity in company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act, read with 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 these 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

Report on other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure I 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 purpose of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss & Cash Flows, statement of change in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard) (Amendment) Rules, 2016.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure-II”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended by the companies( Audit and Auditors) Rules, 2017, 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 litigation on its financial position in its financial statements as of March 31, 2018;

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

iii) Company is not required to transfer any amount to the Investor Education and Protection Fund.

The Annexure referred to in our report to the members of ACTIVE CLOTHING Co Limited for the year ended on March 31, 2018 We report that:

1) In respect of its fixed assets:

(a) the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(C) As explained to us, the title deeds of immovable properties are held in the name of the company.

2) In respect of its inventories:

As explain to us physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

3) The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies act 2013.

(a) Not Applicable

(b) Not Applicable

4) The company has not granted any loans or provided any guarantees or securities to the parties covered under section 185 and 186 of the Companies Act, 2013.

5) The company has not accepted any deposits from the public, with in the meaning of section 73 to 76 of the act and the Rules framed there under.

6) This clause is not applicable as no cost records has been specified by the Central Govt. under sub-section (1) of section 148 of the Companies Act, 2013.

7) According to the information and explanation given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, employee’s state insurance, Income tax, Sales tax, Service tax, duty of customs, duty of excise, value added tax/ Goods and Service Tax , cess and any other statutory dues to the appropriate authorities wherever applicable.

(b) This clause is not applicable

8) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

9) In our opinion and according to the information and explanations given to us, term loans were applied for the purposes for which those are raised.

10) 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 explanation given to us, no instance of Material Fraud by the company or on the company by its officers and employees have been noticed or reported during the year.

11) According to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12) This clause is not applicable to the company as the Company is not a Nidhi Company.

13) To the best of our knowledge and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

14) The company has made bonus issue to the existing shareholders of the Company prior to Initial Public Offer after duly complying with the Companies Act,2013.

15) The Company has raised money by way of initial public offer and the money raised was applied for the purpose for which it was raised.

16) The company has not entered into any non-cash transactions with directors or persons connected with him covered under the provisions of section 192 of the act.

17) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - II to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Active Clothing Co Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Jiwan Goyal & Co

Chartered Accountants

FRN 012874N

(Jiwan Goyal)

Proprietor

Membership No.: 091937

DATE: 30.05.2018

Place: Mohali