Auditor Report of Apollo Ingredients Ltd.

Mar 31, 2025

We have audited the Standalone Financial Statements of APOLLO INGREDIENTS LIMITED (
FOREMERLY KNOWN AS INDSOYA LIMITED) (“the Company”), which comprises the Balance sheet
as at 31^st March 2025, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement
of Cash Flows for the year then ended, and notes to the Standalone Financial Statements , including a summary
of significant accounting policies 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
financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so
required and give a true and fair view in conformity with the Accounting Standards prescribed under section
133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended (“Accounting
Standards”)and other accounting principles generally accepted in India, of the state of affairs of the Company
as at 31^st March 2025, and its loss for the year ended on that date.

Basis for Opinion

We conducted our audit of in accordance with the Standard on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standard are further described in the Auditor’s Responsibilities
for the Audit of Standalone Financial Statement section of our report. We are independent of the company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountant of India (ICAI) together
with the ethical independence requirements that are relevant to our audit of the standalone Financial Statement
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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in
our audit of the Standalone Financial Statements of the current period. These matters were addressed in the
context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. We have nothing to report as Key Audit Matters.

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

The Company’s management and Board of Directors are responsible for the other information. The
information comprises the information included in the Board of Directors Report, but does not include the
standalone financial statements and auditor’s report thereon.

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

Responsibility of Management and Those Charged with Governance for the Standalone Financial
Statements

The Company’s management and Board of Directors are 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 (state of affairs), financial performance (Profit/ Loss),changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards (Ind AS) 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 irregularities; selections and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management and 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 management either intends to liquidate the company
or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of 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 fraud or error, and to issue an auditor’s report that
include 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. Misstatement
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 procedure 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 for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal Financial Controls relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also

responsible for expressing our opinion on whether the Company has adequate internal Financial
controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosure made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the Financial Statements or, if such disclosure are in adequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including the

disclosures, and whether Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

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

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

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

Report On Other Legal and Regulatory Requirements

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

2. As required by section 143 (3) of the Act based on our audit we report that:

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

b) In our opinion, proper books of accounts 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 Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this report are in agreement with the relevant Books of
Accounts.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting
Standards (Ind AS) specified under Section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31^st March 2025 taken
on record by the Board of Director, none of the director 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 other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Company(Audit and Auditors) Rule 2014, In our opinion and to the best of our information and according
to the explanation given to us:

i. The Company has disclosed the impact of pending litigations, if any, as at 31^st March 2025 on its
financial position in its standalone financial statements- Refer Notes to the standalone financial
statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

iv. The management has represented that, to the best of it’s knowledge and belief, other than as disclosed
in the notes to the accounts, 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, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

v. The management has represented, that, to the best of it’s knowledge and belief, other than as disclosed
in the notes to the accounts, 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, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

vi. Based on such audit procedures that has considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused them to believe that the representations under sub-clause
(i) and (ii) contain any material mis-statement.

vii. The company has not declared any dividend during the year under section 123 of the Companies Act,
2013.

For, DMKH & Co
Chartered Accountants

Sd/-

Dinesh Mundada
Partner

Membership No.122962
Firm’s Registration No. 116886W
UDIN:- 25122962BMIQCU1025
Place - Pune
Date - 29/05/2025

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Mar 31, 2024

We have audited the Standalone Financial Statements of APOLLO INGREDIENTS LIMITED (
FORMERLY KNOWN AS INDSOYA LIMITED)

sheet as at 31^st March 2024, and the Statement of Profit and Loss, Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and notes to the Standalone Financial
Statements , including a summary of significant accounting policies 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 financial statements give the information required by the Companies Act, 2013 (the “Act”)
in the manner so required and give a true and fair view in conformity with the Accounting
Standards prescribed under section 133 of the Act read with the Companies (Accounting
Standards) Rules, 2006, as amended (“Accounting Standards”)and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, and its loss
for the year ended on that date.

Basis for Opinion

We conducted our audit of in accordance with the Standard on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standard are further described in the Auditor’s
Responsibilities for the Audit of Standalone Financial Statement section of our report. We are
independent of the company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountant of India (ICAI) together with the ethical independence requirements that are
relevant to our audit of the standalone Financial Statement 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 we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most
significance in our audit of the Standalone Financial Statements of the current period. These matters
were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
nothing to report as Key Audit Matters.

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

The Company’s management and Board of Directors are responsible for the other information. The
information comprises the information included in the Board of Directors Report, but does not include
the standalone financial statements and auditor’s report thereon.

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

Responsibility of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company’s management and Board of Directors are 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 (state of affairs), financial performance (Profit/
Loss),changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards (Ind AS) 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 irregularities; selections and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and 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 management either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of 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 fraud or error, and to issue an auditor’s
report that include 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. Misstatement 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 procedure 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 for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the Financial Statements

or, if such disclosure are in adequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

Report On Other Legal and Regulatory Requirements

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

2. As required by section 143 (3) of the Act based on our audit we report that:

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

b) In our opinion, proper books of accounts 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 Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this report are in agreement with
the relevant Books of Accounts.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the
Accounting Standards (Ind AS) specified under Section 133 of the Act read with Rule
7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31^st
March 2024 taken on record by the Board of Director, none of the director 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 other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Company(Audit and Auditors) Rule 2014, In our opinion and to
the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of pending litigations, if any, as at 31^st March
2024 on its financial position in its standalone financial statements- Refer Notes to
the standalone financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. The management has represented that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts, 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, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

v. The management has represented, that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts, 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, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

vi. Based on such audit procedures that has considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused them to believe that the
representations under sub-clause (i) and (ii) contain any material mis-statement.

vii. The company has not declared any dividend during the year under section 123 of the
Companies Act, 2013.

For, DMKH & Co
Chartered Accountants

Sd/-

Partner

Membership No.122962

Firm’s Registration No. 116886W

UDIN:-24122962BKBENU9255

Place - Pune
Date - 28/05/2024

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Mar 31, 2014

We have audited the accompanying financial statements of Indsoya Ltd, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting 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 or 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 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.

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, 2014;

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

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

Emphasis of matter:

1. Fall in market value of Investment by Rs 19.40 lacs as in the opinion of management the same is considered as temporary in nature, hence no provision has been made.

Report on Other Legal and Regulatory Requirements

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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which 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 "A" TO THE AUDITORS'' REPORT

(Referred to in Paragraph of the Auditors'' Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2014)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

2. a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable.

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account. However there is no stock at the end of the year.

3. a) The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 Rs 73.45 lacs.

b) In our opinion the terms & conditions of loan granted is not prejudicial to the interest of the company.

c) Principal as well as interest are received regularly.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of goods, securities and for the sale of goods, securities.

5. As explained to us, in case of transactions exceeding the value of Rs 5 Lakhs in the financial year in respect of any party (a) the transaction need to be entered into a register in pursuance of Section 301 of the companies act,1956 have been so entered, (b) in our opinion these transaction have been made at the prices which are reasonable having regards to prevailing market price at relevant price

6. The company has not accepted deposit from public.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 with regard to the nature of business of the company.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Service tax, Customs duty and Excise duty were outstanding, as at 31st March, 2014 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

10. The company does not have any accumulated losses as at financial year and it has not incurred cash loss in the financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

13. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

14. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares held by the company at the end of the year are in its own name.

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

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

17. The Company has not raised any fund during the year.

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

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

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

21. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.



For SHANKARLAL JAIN & ASSOCIATES Chartered Accountants Place: Mumbai Firm Reg. No.109901 W Date : 29/05/2014 S.L. Agrawal (PARTNER) Membership No. 72184

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Mar 31, 2012

We have audited the attached Balance Sheet of INDSOYA LTD, as at 31st March, 2012, the Profit and Loss Account and Cash Flow Statement 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.

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

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

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, proper books of account as required by law have been kept by the company so far as appears from our examination of those;

iii) The Balance Sheet , Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of;

iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a 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 if our information and according to the explanation given to us, the said accounts subject to note No.6 in respect non-provision of fall in market value of investments of Rs. 1942499/- and read together with other notes thereon given in schedule ‘6' gives the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

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

c. in case of the Cash Flow Statement , of the cash flow for the year ended on that date

ANNEXURE "A " TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of the Auditors' Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2012)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

2.

a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable.

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account. However there is no stock at the end of the year.

3. a) The company has not taken unsecured loans from companies, firms

listed in the register maintained under section 301 of the Companies Act, 1956. The company has granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 Rs 48.58 lacs.

b) In our opinion the terms & conditions of loan granted is not prejudicial to the interest of the company.

c) Principal as well as interest are received regularly.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of goods, securities and for the sale of goods , securities.

5. As explained to us, in case of transactions exceeding the value of Rs 5 Lakhs in the financial year in respect of any party (a) the transaction need to be entered into a register in pursuance of Section 301 of the companies act, 1956 have been so entered, (b) in our opinion these transaction have been made at the prices which are reasonable having regards to prevailing market price at relevant price

6. The company has not accepted deposit from public.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 with regard to the nature of business of the company.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Service tax ,Customs duty and Excise duty were outstanding, as at 31st March, 2012 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

10. The company does not have any accumulated losses as at financial year and it has not incurred cash loss in the financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

13. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

14. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares held by the company at the end of the year are in its own name.

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

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

17. The Company has not raised any fund during the year.

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

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

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

21. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.

For SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

FRN-109901W

Sd/-

S.L. Agrawal

PARTNER M NO 72184

Place : Mumbai

Date : May 21, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of INDSOYA LTD, as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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, proper books of account as required by law have been kept by the company so far as appears from our examination of those;

iii) The Balance Sheet , Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of;

iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a 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 if our information and according to the explanation given to us, the said accounts subject to note No.7 in respect non-provision of fall in market value of investments of Rs.1967133/- and read together with other notes thereon given in schedule V gives the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

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

c. in case of the Cash Flow Statement , of the cash flow for the year ended on that date

ANNEXURE "A" TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2010)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has also not granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 except advance against purchases of Rs 184.70 lacs to a company. Therefore, other relavant clauses are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of goods, securities and for the sale of goods securities.

5. As explained to us, in case of transactions exceeding the value of Rs 5 Lakhs in the financial year in respect of any party (a) the transaction need to be entered into a register in pursuance of Section 301 of the companies act,1956 have been so entered, (b) in our opinion these transaction have been made at the prices which are reasonable having regards to prevailing market price at relevant price

6. The company has not accepted deposit from public.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 with regard to the nature of business of the company.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Service tax ,Customs duty and Excise duty were outstanding, as at 31st March, 2010 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

10. The company does not have any accumulated losses as at financial year and it has not incurred cash loss in the financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

13. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

14. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares hed by the company at the end of the year are in its own name .

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

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

17. The Company has not raised any fund during the year.

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

19. The Company has not issued any debentures.

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

21. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.

For SHANKARLAL JAIN & ASSOCIATES

CHARTERED ACCOUNTANTS

S.L. Agrawal

PARTNER

Place : Mumbai M NO 72184

Date 30/3/20l0

---

Mar 31, 2009

We have audited the attached Balance Sheet of INDSOYA LTD, as at 31st March, 2009, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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, proper books of account as required by law have been kept by the company so far as appears from our examination of those;

iii) The Balance Sheet , Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of;

iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a 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 if our information and according to the explanation given to us, the said accounts subject to note No.7 in respect non- provision of fall in market value of investments of Rs.1967133/- and read together with other notes thereon given in schedule 7 gives the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009; and

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

c. in case of the Cash Flow Statement, of the cash flow for the year ended on that date

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of INDSOYA LTD. on the financial statements for the year ended 31st March 2009)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. We are informed that fixed assets were verified by the management at the end of the year and no material discrepancy was noticed on such verification by the management. No assets have been disposed off during the year.

2. a. As informed, the Stock of finished/traded goods of the Company (excepting those lying with third party etc.) have been physically verified by the management during the year, which in our opinion is reasonable.

b. According to the information and explanations given to us, the procedures of physical verification of inventories followed by the Company are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account.

3. The company has not taken unsecured loans from companies, firms listed in the register maintained under section 301 of the Companies Act, 1956. The company has also not granted unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 except advance against purchases of Rs 205.36 lacs to a company. Therefore, other relavant clauses are not applicable to the company. *

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of goods, securities and for the sale of goods , securities.

5. The company has transactions in pursuance of contracts or arrangements duly entered in the register maintained under section 301 of the Companies Act, 1956 in respect of each party have been made.

6. The company has not accepted deposit from public.

7. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales tax ,Customs duty and Excise duty were outstanding, as at 31st March, 2009 for a period of six months from the date they became payable. We have been informed that there is no disputed statutory liability pending at the end of the year.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or Debentures holders.

9. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debenture and other securities. Hence, there is no need to maintain the records regarding security of loans.

10. As the company is not Chit fund, Nidhi or mutual benefit society, the question of application of special statue does not arise.

11. The company has maintained proper records of the transactions and contracts of investments in shares and has also made timely entries therein. The shares held by the company at the end of the year are in its own name .

12. During the checks carried out by us, any frauds on or by company has not been noticed or reported during the year under report.

13. In our opinion, provisions of Para 4A (vii),(viii), (x) , (xv) to (xx) are not applicable to the company.

For SHANKARLAL JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

S.L. Agrawal

PARTNER M NO 72184

Place : Mumbai

Date : 31/07/2009