Auditor Report of Arigato Universe Ltd.

Mar 31, 2025

M/s Arigato Universe Limited (Formerly Saboo Brothers Limited)

Report on the Audit of the Financial Statements

Opinion

We have audited the Financial Statements of

M/s Arigato Universe Limited (Formerly Saboo Brothers Limited), (“the Company”), which comprise the Balance Sheet as on 31^st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income/Losses), the Cash Flow Statement, and the Statement of Changes in Equity for the year then ended, and notes to the Financial Statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as the 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, as amended, (“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 March 31, 2025, and its profit/loss including total comprehensive income / (losses), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters (“KAM") are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not find any such matters to address.

Emphasis on Matters

We draw attention to the “Note No. 39” of the Financial Statements, which describes the Company’s non-compliance with the provisions of Sections 186 of the Companies Act, 2013, relating to loans and advances. Our opinion is not modified in respect of these matters.

Information other than the Financial Statements and auditors’ report thereon

The Company’s management and Board of Directors are responsible for the other information.

The other information comprises the information included in the Management’s Discussion and Analysis, Board’s Report including Annexure to the Board’s Report, Report on Corporate Governance, Business Responsibility and Sustainability Report and Shareholder’s information, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. So far, we have nothing to report in this regard.

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

These financial results have been prepared on the basis of the annual financial statements. The Company''s Management and Board of Directors are responsible for the preparation and presentation of these financial results that give a true and fair view of the net profit and other comprehensive income/losses and other financial information of the Company and the statement of assets and liabilities and the statement of cash flows in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring 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, which have been used for the purpose of preparation of the financial results by the Directors of the Company, as aforesaid.

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 and the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

a. Identify and assess the risks of material misstatement of the 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.

b. Obtain an understanding of internal 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 in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls.

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

d. Conclude on the appropriateness of managements and Board of Director’s use of the going concern basis of accounting in preparation of financial statements 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 disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 users 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 significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 the Companies (Auditor’s Report) Order,2020 (“the order) issued by the Central Government Of India in terms of sub-section (11) of the section 143 of the Act, we give in the “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

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

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

(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 including the Other Comprehensive Income / (Losses), the Statement of Cash Flows and the Statement of Changes in Equity dealt with this Reports are in agreement with the relevant books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to Financial Statements.

(3) 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, time to time, in our opinion and to the best of our information and explanations given to us, the remuneration paid / provided by the Company to its directors during the reporting period is in accordance with the provision of section 197 of the Act.

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

a) The Company does not have any pending litigations which would impact its financial position as on 31st March, 2025

b) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2025.

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

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, 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 to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, 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 Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that were 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.

e) During the year under review, the Company has not paid any dividend and hence Section 123 of the Act is not applicable to the Company.

f) Based on our examination, which included test check, the Company has used accounting software for maintaining its books of accounts for the financial period ended March 31, 2025, which has a feature of recording audit trail (edit log) facilities and the same has operated throughout the period for all the relevant transactions recorded in the software systems. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with and the audit trails have been preserved by the Company as per the statutory requirements for the record retention.

FOR BAGDIA & COMPANY CHARTERED ACCOUNTANTS Firm Reg. No: 128256W

Sd/-

(CA Saket Bagdia)

Place: Nagpur PARTNER

Date: 29.05.2025 M. No. 111021

UDIN: 25111021BMJASR7026

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Mar 31, 2024

M/s Arigato Universe Limited (Formerly Saboo Brothers Limited)Report on the Audit of the Standalone Financial Statements Opinion

We have audited the First Ind AS Standalone Financial Statements of

M/s Arigato Universe Limited (Formerly Saboo Brothers Limited), (“the Company”), which comprise the Balance Sheet as on 31st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including a summary of the 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 Standalone Financial Statements give the information required by the Companies Act, 2013, as amended (“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 the affairs of the Company as at 31st March, 2024, its Profit, it’s cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

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 find any such matters to address.

Information other than the Standalone Financial Statements and auditors’ report thereon

The Company’s management and Board of Directors are responsible for the other information.

The other information comprises the information included in the Company’s annual report, but does not include the standalone financial statements and our auditors’ report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we 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 or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. So far, we have nothing to report in this regard.

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

These Standalone financial results have been prepared on the basis of the standalone annual financial statements. The Company''s Management and Board of Directors are responsible for the preparation and presentation of these standalone financial results that give a true and fair view of the net profit and other comprehensive income and other financial information of the Company and the standalone statement of assets and liabilities and the standalone statement of cash flows in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring 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, which have been used for the purpose of preparation of the standalone financial results by the Directors of the Company, as aforesaid.

In preparing the standalone 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 and the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements

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

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 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 in place adequate internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls.

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

and related disclosures made by management and Board of Directors.

Conclude on the appropriateness of managements and Board of Director’s use of the going concern basis of accounting in preparation of standalone financial statements 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 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 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 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.

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

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

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

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

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the accompanying Standalone Financial Statements.

(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 Standalone Financial Statements dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 B”

(3) Managerial remuneration for the year ended March 31, 2024 has been paid/ provided by the company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

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

a) The Company does not have any pending litigations which would impact its financial position as on 31st March, 2024

b) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2024.

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

d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or

kind of funds) by the Company to or in any other persons or entities, 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 to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, 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 Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that were 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) contain any material misstatement.

e) During the year under review, the Company has not paid any dividend and hence Section 123 of the Act is not applicable to the Company.

f) Proviso to Rule 3(1) of the Companies (Accounts) Rule 2014 requires maintaining the books of accounts using accounting software which has a feature of recording audit trail (edit log) facility. However, the Company has not implemented this feature during this year to be covered in reporting under Rule 11(g) the Companies (Audit and Auditors) Rules, 2014.

Other Matter

We draw your attention to the Note.32 of the financial statements which describes the total outstanding amount of Rs.869.42 lakhs out of which Rs.657.10 lakhs under the heading “Long Term Loans & Advances” & Rs.212.31 lakhs under the heading “Other Non-Current Assets” comprising mainly of Trade Receivables (Non-Current), Security deposit, Advance given for purchase of Properties and Long-Term Loans and Advances. Out of the total outstanding balances of Rs.497.42 lakhs have been outstanding for more than three years and is yet to be recovered. Further, based on Management representation, the entire

outstanding balance will be recovered in the current year. The said balances, if remain unrecovered have substantial financial impact on the Financial Statements. Our opinion is not modified in respect of this matter.

FOR BAGDIA & COMPANY CHARTERED ACCOUNTANTS Firm Reg. No: 128256W

(CA Saket Bagdia)PARTNER

M. No. 111021

UDIN: 24111021BKEMRO3907

Date: 29.05.2024 Place: Nagpur

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Mar 31, 2015

1. We have audited the accompanying financial statements of Saboo Brothers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

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

opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit/loss and its cash flows for the year ended on that date.

9. The financial statements of the Company as at March 31, 2014 and for the year then ended were audited by another firm of chartered accountants under the Companies Act, 1956 who, vide their report dated May 28, 2014, expressed an unmodified opinion on those financial statements.

Our opinion is not qualified in respect of the above matter.

10. As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have thought 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) examination of those books. agreement with the books of account. 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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 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 Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

Company during the year ended March 31, 2015. the financial statements as of and for the year ended March 31, 2015 situation, o fixed The Company is maintaining proper records showing full particulars, including quantitative details and

As explained to us, the fixed assets of the Company have been physically verified by the Management during the year and as informed to us no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

ii. (a ) As explained to u, the inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

In our opinion in or mention and explanation given to us, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, service tax, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales-tax, wealth-tax, service-tax, duty of excise, value added tax, cess which have not been deposited on account of any dispute. The particulars of dues of income tax as at March 31, 2015 which have not been deposited on account of a dispute, are as follows

Name of Nature of dues Amount Period to which the Forum the statute (Rs.) amount relates the dispute is

Income Tax Penalty U/s Rs. 23.99 2009-10 CIT (Appeal)- Act, 1961 271(1)(c)

(c) There are no amounts required to be transferred by the Company to the Investor Education and Protection Fund in I accordance with the provisions of the Companies Act, 1956 and the rules made there under.

viii. The accumulated losses of the Company did not exceed fifty percent of its net worth as at March 3, 2015 however it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanations given to us, the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, hence the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company

xi. In our opinion, and according to the information and explanations given to us, the Company has not raised any term loans during the year. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

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

For C. L Ostwal & Co.

FRN: 02850C

Chartered Accountants

Sd/-

Ashish Ostwal

Udaipur Partner

May 30, 2015 Membership Number:405273

---

Mar 31, 2014

We have audited the accompanying financial statements of SABOO BROTHERS LIMITED,(''the Company'') which comprise the Balance Sheet as at 31 March 2014, and the statement of profit and loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design,implementaion and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In the case of the Statement of Profit and Loss of the Loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government in terms of Section 227(4A) 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 it appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in Section

211(3C) of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in the auditors'' report to the members of SABOO BROTHERS LIMITED for the year ended 31st March, 2014 (Referred to in Paragraph 3 of our report of even date)

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

(b) The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which in our opinion, provides for physical verification of all fixed assets at reasonable interval. According to the information and explanation given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year. In our opinion do not constitute a substantial part of the fixed assets of the company and such disposable has in our opinion not effecting the going concern status of the Company.

2 In respect of its inventory:

(a) As explained to us, the inventories have been physically verified during the year by the management at reasonable interval.

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

(c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory As explained to us no discrepancies noticed in the physical verification of inventory as compared to the book of accounts.

3 (a) According to the information and explanations given to us, the company has not granted any unsecured loans to companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company,

(c) In our opinion and according to the information and explanation given to us, the payment and/or receipt of principal amount and interest are regular,if any

(d) In our opinion and according to the information and explanations given to us, there are no overdue amounts in respect of the transactions listed in clause (a) (i) & (ii) above.

(e) The company has not taken loan from any party covered under the provisions of Section 301 of the Act.

(f) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company, if any.

(g) The payment of the principle and the interest amount are regular., if any.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. Ther are no failure or weakness invloved in the internal control systems.

5 (a) In our opinion and according to the information and explanation given to us, particulars of contracts and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section, if any. (b) In accordance with the information and explanations given to us each transaction made in pursuance of such contracts or arrangements (only for amount exceeding the value of Rupee Five Lacs) in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, if any.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

8 The requirement as to maintenance of cost records u/s 209(c)(d) of the Companies Act, 1956 and rules made there ''under are not applicable to the Company.

9 (a) According to the records of the company and information and explanations given to us, and the records of the company examined by us in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities during the year.

(b) According to the records of the company and information and explanations given to us, and the records of the company examined by us there are no dues of income – tax , wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.Except disputed demand of Rs.27.45 lacs.

10 The Company have accumulated losses Rs.688.59 Lacs as at the end of the year and the company has incurred cash losses Rs. 7.72 Lacs in the preceeding financial year but has not incurred any cash losss during cureent financil year.

11 According to the records of the company examined by us and information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions and banks. The Company has no debentures.

12 According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other Securities.

13The provisions of any special statue applicable to chit fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore , the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

16 To the best of our knowledge and belief and According to the information and explanations given to us, the Company did not avail any term loan from Bank and Financial Institutios and therefore the clause relating to use of funds for the purpose for which the loan was obtained is not applicable.

17According to the Cash Flow Statement and records examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vise versa.

18 The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise.

19 According to the information and explanations given to us and the records examined by us, the company has not issued any debentures during the year. Therefore , the provisions of clause 4 (xix) of the Companies (Auditors Report ) Order , 2003 are not applicable to the company.

20 The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

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

For Pathak Anup & Associates (Chartered Accountants) Date: 28th May 2014 CA ANUP PATAHAK Place:Udaipur Sd/- PROPRIETOR M. no. 73907

---

Mar 31, 2013

1 We have audited the attached Balance Sheet of SABOO BROTHERS LIMITED, as at 31st March, 2013 and the Statement of profit and Loss for the year ended on that date both annexed thereto and summary of significant accounting policies and other explanatory information.

2 Movement is responsible for the preparation of these finial statements that give true and fair view of the financial position, financial performance 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.

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

4 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the finial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 qualified audit opinion.

5 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2013.;

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

6 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 in terms of Section 227(4A) 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 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, dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in Section 211(3C) of the Act.

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

The Annexure referred to in the auditors'' report to the members of SABOO BROTHERS LIMITED for the year ended 31st March, 2013

(Referred to in Paragraph 3 of our report of even date

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

(b The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which in our opinion, provides for physical verification of all fixed assets at reasonable interval. According to the information and explanation given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, In our opinion do not constitute a substantial part of the fixed assets of the company and such disposable has in our opinion not effecting the going concern status of the Company.

2 (a)In respect of its inventory:

(a) As explained to us, the inventories have been physically verified during the year by the management at reasonable interval.

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

(c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory As explained to us no discrepancies noticed in the physical verification of inventory as compared to the book of accounts.

3 (a) According to the information and explanations given to us, the company has not granted any unsecured loans to companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company,

(c) In our opinion and according to the information and explanation given to us, the payment and/or receipt of principal amount and interest are regular,

(d) In our opinion and according to the information and explanations given to us, there are no overdue amounts in respect of the transactions listed in clause (a) (i) & (ii) above.

(e) The company have not taken loan from one party covered under the provisions of Section 301 of the Act.

(f) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company, if any.

( g ) The payment of the principle and the interest amount are regular., if any.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. There are no failure or weakness involved in the internal control systems.

5 (a) In our opinion and according to the information and explanation given to us, particulars of contracts and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section, if any.

(b) In accordance with the information and explanations given to us each transaction made in pursuance of such contracts or arrangements (only for amount exceeding the value of Rupee Five Lacs) in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, if any.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

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

We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 209 (1) (d) of the Companies Act 1956 in respect of and are of opinion that prima facie the prescribed records have been maintained

(a) According to the records of the company and information and explanations given to us, and the records of the company examined by us in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities during the year.

(b) According to the records of the company and information and explanations given to us, and the records of the company examined by us there are no dues of income - tax , wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

The Company have accumulated losses Rs.54598801 as at the end of the year and the company has incurred cash losses Rs. 10.81 Lacs in the preceding financial year but has not incurred any cash losss during current financial year.

According to the records of the company examined by us and information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions and banks. The Company has no debentures.

According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other Securities.

The provisions of any special statue applicable to chit fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore , the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

To the best of our knowledge and belief and According to the information and explanations given to us, term loans availed by the Company were prima facie, applied by the Company du ring the year for the purposes for which the loans were obtained.

According to the Cash Flow Statement and records examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise.

According to the information and explanations given to us and the records examined by us, the company has not issued any debentures du ring the year. Therefore , the provisions of clause 4 (xix) of the Companies (Auditors Report ) Order , 2003 are not applicable to the com p an y.

The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

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

For Pathak Anup & Associates

Chartered Accountants

SD/-



CA ANUP PATHAK

PROPRIETOR

Membership No.73907

INDORE, 31st May, 2013

---

Mar 31, 2012

We audited the attached Balance Sheet of SABOO BROTHERS LIMITED, as at 31st March, 2012 he Statement of profit and Loss for the year ended on that date both annexed thereto and summary of icant accounting policies and other explanatory information.

ment is responsible for the preparation of these financial statements that give true and fair view of the :ial position, financial performance of the company in accordance with the Accounting Standards red to in sub-section (3C) of Section 211 of the Companies Act, 1956 (The Act'). This responsibility ies the design.implementaion and maintenace of internal control relevant to the preparation and station of the financial statements that give a true and fair view and are free from material atement, whether due to fraud or error.

esponsibility is to express an opinion on these financial statements based on our audit. We conducted udit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of Those Standards require that we comply with the ethical requirements and plan and perform the audit ain reasonable assurance about whether the financial statements are free from material misstatement idit involves performing procedures to obtain audit evidence about the amounts and the disclosures in inancial statements. The procedures selected depend on the auditor's judgment, including the ;sment of the risks of material misstatement of the financial statements, whether due to fraud or error. )king those risk assessments, the auditor considers the internal controls relevant to the Company's iration and fair presentation of the financial statements in order to design audit procedures that are ipriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting es used and the reasonableness of the accounting estimates made by the Management, as well as ating the overall presentation of the financial statements. We believe that the audit evidence we have led is sufficient and appropriate to provide a basis for our qualified audit opinion. opinion and to the best of our information and according to the explanations given to us, the aforesaid ;ial statements give the information required by the Act in the manner so required and give a true and ewin conformity with the accounting principles generally accepted in India:

the case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2012 , the case of the Statement of Profit and Loss of the Loss of the Company forthe year ended on that rt on Other Legal and Regulatory Requirements required by the Companies (Auditor's Report) Order, 2003fthe Order") issued by the Central rnment in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters fied in paragraphs 4 and 5 of the Order. required by Section 227(3) of the Act, we report that.

he have obtained all the information and explanations which to the best of our knowledge and belief necessary for the purposes of our audit our opinion, proper books of account as required by law have been kept by the Company so far as it ars from our examination of those books le Balance Sheet, the Statement of Profit and Loss, dealt with by this Reportare in agreement with the ; of account.

i our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting iards referred to in Section 211(3C) of the Act

m the basis of the written representations received from the directors as on 31st March, 2012 taken on d by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being nted as a director in terms of Section 274(1) (g) of the Act.

ANIMEXURETOTHE AUDITOR'S REPORT

The Annexure referred to in the auditors' report to the members of SABOO BROTHERS LIMITED for the year ended 31st March, 2012

(Referred to in Paragraph 3 of our report of even date

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

(b The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which in our opinion, provides for physical verification of all fixed assets at reasonable interval. According to the information and explanaton given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, In our opinion do not constitute a substantial part of the fixed assets of the company and such disposable has in our opinion not effecting the going concern status of the Company

(a) In respect of its inventory:

(a) As explained to us, the inventories have been physically verified during the year by the management at reasonable interval.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory As explained to us no discrepancies noticed in the physical verification of inventory as compared to the book of accounts.

(a) Accord ng to the information and explanations given to us, the company has not granted any unsecured loans to companies or other partes covered in the register maintained under section 30.1 of the Companies Act 1956.

(b) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company,

(c) In our opinion and according to the information and explanation given to us, the payment and/or receipt of principal amount and interestare regular,

(d) In our opinion and according to the information and explanations given to us, there are no overdue amounts in respect of the transactions listed in clause (a)(i) &(ii) above.

(e) The company have not taken loan from one party covered under the provisions of Section 301 of the Act. (f) According tothe information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company, if any. ( g ) The payment of the principle and the interest amount are regular., if any.

In our opinion .and according to the information and explanations g'ven to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. Ther are no failure orweakness invloved in the internal control systems.

(a) In our opinion and according to the information and explanation given to us, particulars of contracts and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under thatsection, if any.

(b) In accordance with the information and explanations given to us each transaction made in pursuance of such contracts or arrangements (only for amount exceeding the value of Rupee Five Lacs) in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, if any.

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the

Central Government for maintenance of cost records u/s 209 (1) (d) of the Companies Act 1956 in respect of and are of ophion that prima facie the prescribed records have been maintained

(a) According to the records of the company and information and explanations given to us, and the records of the company examined by us in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities during the year.

(b) According to the records of the company and information and explanations given to us, and the records of the company examined by us there are no dues of income - tax , wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

The Company have accumulated losses Rs. 566.82 Lacs as at the end of the year and the company has incurred cash losses Rs. 10.81 Lacs in the financial year ended on that date.

According to the records of the company examined by us and information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions and banks. The Company has no debentures.

According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other Securities

The provisions of any special statue appicable to chit fund, Nidhi or Mutual benefit Fund/Soceties are not applicable to the Company. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not appicable to the company.

In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company

According to the information and explanations given to us, the company has-not given any guarantee for loans taken by others from banks and financial institutions. Therefore , the provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

To the best of our knowledge and belief and According to the information and explanations given to us, term loans availed by the Company were prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

According to the Cash Flow Statement and recoids examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vise versa.

The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise

According to the information and explanations given to us and the records examined by us, the company has n ot issued any debentures during the year. Therefore , the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 a re not applicable to the company.

The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

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

For Jain Sawaimal & Company

Chartered Accountants

REGISTRATION No. 000847C

SD/-

CA SAWAl MAL JAIN

PARTNER

Membership No. 16156

JAIPUR, 2nd, August, 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of SABOO BROTHRS LIMITED, as at 31st March, 2010 and also 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included 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 provided a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India, in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the annexure the statement on the matter specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above:

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 as far as appears from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and the 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;

e) On the basis of representations received from the directors as on March 31,2010 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 directors in terms of Section 274 (1) (g) of the Companies act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said account, read together with the company’s accounting policies and notes thereto, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as on 31st March,2010;

ii) In the case of the Profit and Loss Account of the Loss of the company for the year ended on that date.

iii) In the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE Re: Saboo Brothers Limited.

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

(b) According to the information and explanation given to us the fixed assets have been physically verified by the management during the previous year in accordance with a planned programme of verifying them once in three years which in our opinion is reasonable having regards to the size of the company and the nature of its assets. As informed no material discrepancies were noticed on such physical verification.

(c) In our opinion and according to the information and explanation given to us the company has disposed off the out dated part of fixed assets during the year and going concern status of the company is accordingly not affected .

2. (a) According to the information and explanation given to us, physical verification at reasonable intervals has been carried out by the management in respect of inventory at reasonable interval. In our opinion the frequency of verification is reasonable.

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

(c) The company has is maintained proper records of inventory and the discrepancies noticed on such physical verification as compared to books records were not material and have been adequately dealt with in the books of accounts.

3. (a) According to the information and explanations given to us, the company has not granted/taken unsecured loans to/from companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

a. The company has not granted any loans to the parties covered in the aforesaid register.

b. The company has not taken loans from parties covered in the aforesaid register.

(b) According to the information and explanation given to us, since no loan was taken by the company no comments is made in respect of other particulars

4. In our opinion and according to the information and explanations given to us during the course of the audit, the company has a generally adequate internal control system commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods and services. On the basis of our examination of the books of accounts and other records, we are of the opinion that there is no major weakness in the internal control system in respect of these areas.

5. (a) According to the information and explanations to us, we are of the opinion that the transactions that needed to be entered into the register maintained under section 301 have been also entered. (b) According to the information and explanations given to us the company has made the transaction in excess of Rs. 5/Lacs in respect of any party. In our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public during the year.

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

8 To the best of our knowledge and as explained the Central Government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in the case of the company.

9 (a) According to the records of the company and information and explanations given to us, the company has been regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, service tax and other statutory dues with the appropriate authorities during the year.

(b) According to the records of the company and information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee state insurance, sales tax. Custom duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six month from the date they become payable. (c) According to the records of the company the dues outstanding of Income Tax for the year 1995-96 were Rs. 10 lacs for which appeal is pending before the CIT (Appeal) Mumbai.

10 The company does have accumulated losses as at the end of the year and the company has incurred cash losses during current year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions and banks.

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

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

16 To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were prima facie, applied by the company during the year for the purposes for which the loans were obtained.

17 According to the Cash Flow Statement and records examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18 The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise.

19 According to the information and explanations given to us and the records examined by us, the company has not issued any debentures during the year.

20 The Company has not raised money by any public issues during the year and hence paragraph 4 (xx) of the order is not applicable.

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

FOR JAIN SAWAIMAL & COMPANY

Chartered Accountants

Sd/-

Place: JAIPUR (S.M. JAIN) DATE: August 12TH, 2010 PARTNER

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Mar 31, 2009

1. We have audited the attached Balance Sheet of SABOO BROTHRS LIMITED, as at 31st March, 2009 and also 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included 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 provided a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India, in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the annexure the statement on the matter specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above:

a) We have obtained ail 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 as far as appears from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and the 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;

e) On the basis of representations received from the directors as on March 31,2009 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 directors in terms of Section 274 (1) (g) of the Companies act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said account, read together with the companys accounting policies and notes thereto, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as on 31st March,2009;

ii) In the case of the Profit and Loss Account of the Loss of the company for the year ended on that date.

iii) In the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE Re: Saboo Brothers Limited.

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

(b) According to the information and explanation given to us the fixed assets have been physically verified by the management during the previous year in accordance with a planned programme of verifying them once in three years which in our opinion is reasonable having regards to the size of the company and the nature of its assets. As informed no material discrepancies were noticed on such physical verification.

(c) In our opinion and according to the information and explanation given to us the company has disposed off the out dated part of fixed assets during the year and going concern status of the company is accordingly not affected .

2. (a) According to the information and explanation given to us, the management has conducted physical verification of inventory at reasonable interval during the year.

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

(c) The company is maintaining proper records of inventory and no materia! discrepancies were noticed on physical verification.

3. (a) According to the information and explanations given to us, the company has not granted/taken unsecured loans to/from companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

a. The company has not granted any loans to the parties covered in the aforesaid register.

b. The company has not taken loans from parties covered in the aforesaid register.

(b) According to the information and explanation given to us, since no loan was taken by the company no comments is made in respect of other particulars

4. According to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods. During the course of our audit, we have not observed continuing failure to correct major weakness in internal controls.

5. (a) According to the information and explanations to us, we are of the opinion that the transactions that needed to be entered into the register maintained under section 301 have been also entered.

(b) According to the information and explanations given to us the company has made the transaction in excess of Rs. 5Lacs in respect of any party. In our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public during the year.

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

8 To the best of our knowledge and as explained the Central Government has not prescribed for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in the case of the company.

9 (a) According to the records of the company and information and explanations given to us, the company has been regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, service tax and other statutory dues with the appropriate authorities during the year.

(b) According to the records of the company and information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee state insurance, sales tax. Custom duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six month from the date they become payable.

(c) According to the records of the company the dues outstanding of Income Tax for the year 1995-96 were Rs. 10 lacs for which appeal is pending before the CIT (Appeal) Mumbai.

10 The company does have accumulated losses as at the end of the year and the company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basts of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions and banks.

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the company.

14 in our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

16 To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were prima facie, applied by the company during the year for the purposes for which the loans were obtained.

17 According to the Cash Flow Statement and records examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vise versa.

18 The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise.

19 According to the information and explanations given to us and the records examined by us, the company has not issued any debentures during the year.

20 The Company has not raised money by any public issues during the year and hence paragraph 4 (xx) of the order is not applicable.

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

FOR JAIN SAWAIMAL & COMPANY

Chartered Accountants

Place: JODHPUR

Date: 30th August,2009 (S.M.JAIN)

PARTNER