Auditor Report of Blue Pearl Agriventures Ltd.

Mar 31, 2025

A. We have audited the accompanying Standalone Ind AS Financial Statements of Blue Pearl Agriventures
Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025 the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year ended on that date, and notes to the financial statement including
a summary of material accounting policies and other explanatory information (herein after referred to
as "the Standalone Financial Statements").

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

2. Basis for Opinion

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on
Auditing specified under secfi''on 143(10) of the Companies Act, 2013. Our responsibilifi''es under those
Standards are further described in the Auditor''s Responsibilifi''es for the Audit of the Standalone Ind AS
Financial Statements secfi''on of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
independence requirements that are relevant to our audit of the Ind AS financial statements under the
provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Standalone Ind AS Financial Statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the Standalone Ind AS Financial Statements of the current period.

Branch Office:

Ahmedabad (Gujrat) â¢ Banglore (Karnataka) â¢ Chennai (Tamilnadu) â¢ Hyderabad (Andra Pradesh) â¢ Hisar
(Haryana) â¢ Jaipur (Rajasthan)Kolkata (West Bengal) â¢ New Delhi â¢ Patna (Bihar) .Punjab (Mohali) â¢ Ranchi
(Jarkhand) â¢Thiruvananthapuram (Kerala) â¢Tirunelveli(Tamilnadu)^Varanasi(U.P.) .

4. Information Other than the Standalone Ind AS Financial Statements and Auditor''s Report Thereon

A. The Company''s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Company''s annual report but does not include
the Standalone Ind AS Financial Statements and our auditor''s report thereon. Our opinion on the
standalone Ind AS financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon

B. In connection with our audit of the Ind AS 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 Ind AS Financial Statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information; we are required to report that fact. We
have nothing to report in this regard.

5. Responsibility of Management and Those charged with governance Management''s Responsibility
for the Standalone Ind AS Financial Statements

A. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and
fair view of the financial position, financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with the Ind AS and other accounting principles
generally accepted in India, including the Indian accounting Standards (Ind AS) specified under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from
time to time.. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone Ind AS financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

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

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

6. Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

A. Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 Ind AS Financial Statements.

Branch Office:

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

i) Identify and assess the risks of material misstatement of the standalone Ind AS 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.

ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act
2013, we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls with reference to financial statements in place and the operating
effectiveness of such controls

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

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

v) Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial
Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements
represent the underlying transactions and events in a manner that achieves fair presentation

C. Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the Standalone Ind AS Financial Statements may be influenced. We consider
quantitative materiality and qualitative factors in

i) planning the scope of our audit work and in evaluating the results of our work; and

ii) to evaluate the effect of any identified misstatements in the Standalone Ind AS Financial Statements.

D. 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.

E. 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.

F. 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

Branch Office:

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

II. 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

A. We have sought and obtained all the information and 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 Standalone Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the relevant books of account

D. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014

E. On the basis of the written representations received from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to financial statements
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.

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

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its
Standalone Financial Statements

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

Branch Office:

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

iv)

(i) the management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other
person(s) or enti''ty(ies), including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) the management has represented, that, to the best of it''s knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding, that Company had
recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(iii) Based on such audit procedures that we have considered reasonable and appropriate in the
circumstances; nothing has come to their notice that has caused them to believe that the representations
under sub-clause (i) and (ii) contain any material misstatement.

vi) Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account for the financial year ended March 31, 2025 which has a
feature of recording audit trail (edit log) facility and the same has not been operated throughout the year
for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not
come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per
the statutory requirements for record retention is not applicable for the financial year ended March 31,
2025.

For, J Singh & Associates
Chartered Accountants

FRN: 110266W

Amit Joshi
(Partner)

M. No.: 120022

Place: Ahmedabad

Date: 27/05/2025

UDIN: 25120022BMIJZO5072

Branch Office:

Mar 31, 2024

Blue Pearl Texspin Limited

Opinion

We have audited the standalone financial statements of Blue Pearl Texspin Limited (âthe Companyâ), which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss,Â (statement of changes in equity) and statement of cash flows for the year then ended, and notes to theÂ financial statements, including a summary of significant accounting policies and other explanatoryÂ information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner soÂ required and give a true and fair view in conformity with the accounting principles generally accepted inÂ India, of the state of affairs of the Company as at March 31, 2024, and loss, (changes in equity) and itsÂ cash flows 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 Companies Act, 2013. Our responsibilities under those Standards are further describedÂ in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We areÂ independent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredÂ Accountants of India together with the ethical requirements that are relevant to our audit of the financialÂ statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we haveÂ fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.Â We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forÂ our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context ofÂ our audit of the financial statements as a whole, and in forming our opinion thereon, and we do notÂ provide a separate opinion on these matters.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financialÂ statements that give a true and fair view of the financial position, financial performance, (changes inÂ equity)ⁱÂ and cash flows of the Company in accordance with¹Â the accounting principles generallyÂ accepted in India, including the accounting Standards specified under section 133 of the Act. ThisÂ responsibility also includes maintenance of adequate accounting records in accordance with theÂ provisions of the Act for safeguarding of the assets of the Company and for preventing and detectingÂ frauds and other irregularities; selection and application of appropriate implementation andÂ maintenance of accounting policies; making judgments and estimates that are reasonable and prudent;Â and design, implementation and maintenance of adequate internal financial controls, that wereÂ operating effectively for ensuring the accuracy and completeness of the accounting records, relevant toÂ the preparation and presentation of the financial statement that give a true and fair view and are freeÂ from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and usingÂ the going concern basis of accounting unless management either intends to liquidate the Company orÂ to cease operations, or has no realistic alternative but to do so. Those Board of Directors are alsoÂ 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 thatÂ includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anÂ audit conducted in accordance with SAs will always detect a material misstatement when it exists.Â Misstatements can arise from fraud or error and are considered material if, individually or in theÂ aggregate, they could reasonably be expected to influence the economic decisions of users taken onÂ the basis of these financial statements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor'sÂ judgment, including the assessment of the risks of material misstatement of financial statements,Â whether due to fraud or error. In making those risk assessments, the auditor considers internal financialÂ control relevant to the Company's preparation of the financial statements, that give a true and fair view,Â in order to design audit procedures that are appropriate in circumstances. An audit also includesÂ evaluating the appropriateness of accounting policies used and the reasonableness of the accountingÂ estimates made by the Company's Directors, as well as evaluating the overall presentation of theÂ financial statements. We believe that the audit evidence we have obtained is sufficient and appropriateÂ to provide a basis for our audit opinion on financial Statements.

Report on Other Legal and regulatory Requirements

1. Â Â Â As required by required by the Companies (Auditor's Report) Order,2020 (âthe Orderâ) issued

by Central Government of India in terms of sub-section (11) of section 143 of the Act, we give

in the Annexure-A, a statement on the matters specified in paragraph 3 & 4 of the Order.

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

(a) Â Â Â We have sought and obtained all the information and explanations which to the best of ourÂ knowledge and belief were necessary for the purpose of our Audit;

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

(c) Â Â Â The Balance Sheet, Statement of Profit and Loss Account, Cash Flow Statement andÂ Statement of changes in Equity dealt with this report are in agreement with the books ofÂ Accounts;

(d) Â Â Â In our opinion, the aforesaid financial statements comply with the applicable AccountingÂ Standards specified under Section 133 of the Act, read with relevant rules thereunder asÂ amended;

(e) Â Â Â On the basis of written representation received from the directors as on March 31, 2024Â and taken on record by the Board of Directors, none of the directors is disqualified as onÂ March 31,2024 from being appointed as the directors in terms of Section 164(2) of the Act;

(f) Â Â Â With respect to the adequacy of the internal financial control over financial reporting of theÂ Company and the operating effectiveness of such controls, refer to our separate report inÂ âAnnexure Bâ;

(g) Â Â Â According to information and explanations given to us and based on our examination of theÂ records of the Company, the Company had not paid/provided managerial remunerationÂ hence requisite approvals mandated by the provisions of Sec 197 of the Act is not applicable;

(h) Based on our examination, the books of accounts are maintained manually, andÂ accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 isÂ not applicable.

(i) In our opinion and to the best of our information and according to the explanations given toÂ us, we report as under with respect to other matters to be included in the Auditor's ReportÂ in accordance with Rule 11 of the Companies (Audit & Auditors) Rules, 2014:

1. The Company does not have any pending litigation which would impact its financial

position.

2. Â Â Â The company did not have any long-term contracts including derivative contracts; as

such the question of commenting on any material foreseeable losses thereon does not arise.

3. Â Â Â There has not been an occasion in case of the Company during the year under report

to transfer any sums to the Investor Education & Protection Fund. The question of delay in transferring such sums does not arise.

4. Â Â Â (a) 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) byÂ the Company to or in any other persons or entities, including foreign entitiesÂ (âIntermediariesâ), with the understanding, whether recorded in writing orÂ otherwise, that the Intermediary shall directly or indirectly lend or invest inÂ other persons or entities identified in any manner whatsoever by or onÂ behalf of the Company or any of such subsidiaries (âUltimate Beneficiariesâ)Â or provide any guarantee, security or the like to or on behalf of the UltimateÂ Beneficiaries.

(b) Â Â Â The management has represented, that, to the best of its knowledge andÂ belief, no funds have been received by the Company from any persons orÂ entities, including foreign entities (âFunding Partiesâ), with theÂ understanding, whether recorded in writing or otherwise, that the CompanyÂ shall directly or indirectly, lend or invest in other persons or entitiesÂ identified in any manner whatsoever (âUltimate Beneficiariesâ) by or onÂ behalf of the Funding Party or provide any guarantee, security or the likeÂ from or on behalf of the Ultimate Beneficiaries.

(c) Â Â Â Based on such audit procedures as considered reasonable andÂ appropriate in the circumstances, nothing has come to our notice that hasÂ caused us to believe that the representations under sub-clause (iv)(a) andÂ (iv)(b) contain any material mis-statement.

5. Â Â Â The company has not paid/declared any dividend during the years and hence

compliance of section 123 of the Act is not applicable on such audit procedures as considered reasonable and appropriate in the circumstances,Â nothing has come to our notice that has caused us to believe that theÂ representations under sub-clause (iv)(a) and (iv)(b) contain any material misstatement.

For B. Chordia & Co.

Chartered Accountant

FRN: 121083W

Vikas Chordia Partner

Membership No. 158536

Mar 31, 2014

We have audited the accompanying financial statement of Blue Pearl Texspin Ltd (Formely E-Wha Foam (India) Ltd) ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the statement of Profit & Loss and Cash Flow Statement for the period ended, and the summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

Auditor''s Responsibility

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

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

Opinion

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

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

(b) In the case of Profit & Loss Account, of the profit of the Company for the period ended on that date; and

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

Report on Other Legal and regulatory Requirements

1. As required by required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the Order.

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

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

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

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

(d) In our opinion, Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in Sub-Section 3(C) of sec-211 of Companies Act,1956.

(e) On the basis of written representation received from the directors as on March 31, 2014 and taken onrecord by by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as the directors in terms of sec-274(1) (g) of the Companies Act, 1956;

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

Annexure attached to and forming part of our report of even date as referred to in paragraph (1)

1. The company has maintained proper records showing full particulars including quantitative details and location of all its fixed assets. During the period the management has physically verified all the fixed assets and no material discrepancies have been noticed on such verification. During the period, the company has not disposed off substantial part of its fixed assets.

2. The Company does not hold any inventory and hence the question of physical verification etc does not arise.

3. The company has not granted loans during the period to parties covered in the registered maintained under section 301 of the Companies Act, 1956. The Company has not taken unsecured Loans during the period from parties covered in registered maintained u/s 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. As explained to us, during the period, any transaction required to be entered in the register maintained under section 301 of Companies Act, 1956, has been entered.

6. The company has not accepted deposits from the public and hence the provisions of Sec-58A & 58AA of the Companies Act,1956, and the rules framed there under are not applicable. In company''s case no order has been passed by the Company Law Board.

7. In our opinion the company does not have any formal internal control system during the period.

8. The central government has not prescribed maintenance of cost records under section 209(1)(d) of theCompanies Act,1956.

9. According to the information and explanations given to us and on basis of our examination of the books of accounts, the company has been generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and protection fund, Employee''s state insurance, Income Tax, sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues during the period with the appropriate authorities. As at 31.03.2014, there were no undisputed dues payable for a period of more than six months from the date they become payable.

10. The Company does have accumulated losses exceeding 50% of its net worth and it has not incurred cash losses during the financial period covered by our audit and in the immediately preceding financial period.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the financial institution or bank.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund/nidhi/mutual benefit fund/ society.

14. According to the information and explanations given to us, the Company did not deal in or trade in shares, securities, debentures or other investments. The shares and other investments acquired by the company by way of investments are held by the company in its own name.

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

16. The company had not taken any fresh term loan during the period.

17. According to information and explanations given to us, funds raised on short term basis have, prima facie, not been used during the period for long term investments and vice versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act,1956 during the period.

19. No Security is required to be created since the company has not issue any debentures.

20. The company has not raised any money by public issues during the period.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period.

For C.P.Jaria & Co Chartered Accountants

Sd/- Date :30/05/2014 (P.K.Jain) Place :Mumbai Partner M.No 112020 FRN : 104058W

Jun 30, 2013

Report on the Financial Statement

We have audited the accompanying financial statement of BLUE PEARL TEXSPIN LIMITED (FORMERLY KNOWN AS E-WHA FOAM INDIA LIMITED) ("the Company"), which comprise the Balance Sheet as at June 30,2013, and the statement of Profit & Loss and Cash Flow Statement for the period ended, and the summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

Auditor''s Responsibility

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2013;

(b) In the case of Profit & Loss Account, of the profit of the Company for the period ended on that date; and

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

Report on Other Legal and regulatory Requirements

1. As required by required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the Order.

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

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

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

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

(d) In our opinion, Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in Sub-Section 3(C) of sec-211 of Companies Act,1956.

(e) On the basis of written representation received from the directors as on June 30, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013 from being appointed as the directors in terms of sec-274(1) (g) of the Companies Act, 1956;

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

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

(b) During the period the management has physically verified all the fixed assets and no material discrepancies have been noticed on such verification.

(c) During the period, the company has not disposed off substantial part of its fixed assets.

2 (a) As informed to us the inventory has been physically verified by the management during the period, In our opinion, the frequency of such verification is reasonable.

(b) In our opinion the procedure for physical verification of inventory followed by management are reasonable and adequate to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. The discrepancies noticed if any on physical verification between physical stocks and book records were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3. (a) The company has not granted any loan, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956. As the company has not granted any loans, secured or unsecured, to the parties listed in the register maintained under section 301 of the Companies Act, 1956, paragraphs (iii) (b), (c) and (d) of the order are not applicable.

3. (b) The company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956. As the company has not taken any loans, secured or unsecured, from the parties listed in the register maintained under section 301 of the Companies Act, 1956, paragraphs (iii) (f), (g) and (h) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. As explained to us, during the period, there are no such transaction made during the period in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of Companies Act, 1956.

6. The company has not accepted deposits from the public and hence the provisions of Sec-58A & 58AA of the Companies Act,1956, and the rules framed there under are not applicable. In company''s case no order has been passed by the Company Law Board.

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

8. The central government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act,1956.

9. (a) According to the information and explanations given to us and on basis of our examination of the books of accounts, the company has been generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and protection fund, Employee''s state insurance, Income Tax, sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues during the period with the appropriate authorities. As at 30.06.13, there were no undisputed dues payable for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us , there is no disputed dues in respect of Provident fund, Investor Education and protection fund, Employee''s state insurance, Income Tax, sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues.

10. The accumulated losses of the Company are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial period covered by our audit but has incurred cash loss in the immediately preceding financial period.

11. The Company has neither taken any loans from the banks/financial institution nor issued debenture, Therefore clause 4(xi) of the order is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund/nidhi/mutual benefit fund/ society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. The company had not taken any term loan during the period.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act,1956 during the period.

19. No Security is required to be created since the company has not issue any debentures.

20. The company has not raised any money by public issues during the period.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period.

For Gupta Saharia & Co

Chartered Accountants

Sd/-

Date : August 30, 2013 Sanjay Jain

Place : Mumbai Partner

M.No112646

FRN : 103446W

Mar 31, 2011

We have audited the attached Balance Sheet of E-WHA FOAM INDIA LIMITED, as at 31st March, 2011 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto.

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

1. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement have been prepared in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable;

e) On the basis of written representations from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act,1956;

f) Subject to what is stated in above, in our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011;

b) In the case of the Profit & Loss Account, of the Loss for the year ended on that date;

c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended that date.

ANNEXURE TO THE AUDITORS' REPORT The Companies (Auditor's Report) Order, 2003 ('CARO')

As required by Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that ;

1) a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) All the assets have been physically verified by the management during the year but, according to the information and explanation given to us, there is a regular program me of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, The Company has not disposed off any substantial/major part of assets.

2) The company does not hold any inventory and hence the question of physical verification etc does not arise.

3) The company has not granted loans during the year to parties covered in the registered maintained under section 301 of the Company Act, 1956. The company has not taken unsecured loans during the year from parties covered in registered maintained u/s 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

6) The Company has not accepted any deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

9) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including, Income Tax, Sales Tax, Cess and any other material statutory dues applicable to it. The Company is not liable under the provisions of Investor Education and Protection Fund, Wealth Tax for the financial year covered by our audit. There are no undisputed statutory liabilities outstanding more than six months as on 31st March 2011.

b) According to the information and explanation given to us, there are no dues of Income tax and cess, which have not been deposited on account of any dispute.

10) The Company have accumulated losses of Rs. 51868676/- as at 31.03.2011. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues a financial institution or bank.

12) 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 Company has not a chit fund, nidhi/mutual benefit fund and therefore the requirement pertaining to such class of companies is not applicable.

14) According to the information and explanation given to us, the Company did not deal in or trade in shares, securities, debentures or other investment .The shares and other investment acquired by the company by way of investment are held by the company in its own name.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution.

16) The Company has taken term loan from Financial Institution during the year.

17) On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investment during the year.

18) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year and therefore, the question of creating the security in respect thereof does not arise.

20) The Company has not made any public issue during the year and therefore, the question of disclosing the end use of money does not arise.

21) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For GUPTA SAHARIA & CO.

Chartered Accountants

(SANJAY J JAIN)

Partner Place : Mumbai Membership No.112646 Date : September 02, 2011 Firm No. 103446W

Mar 31, 2010

We have audited the attached Balance Sheet of E-WHA FOAM INDIA LIMITED, as at 31st March, 2010 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed there to.

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

1. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement have been prepared in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable;

e) On the basis of written representations from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act,1956;

f) Subject to what is stated in above, in our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2010;

b) In the case of the Profit & Loss Account, of the Loss for the year ended on that date;

c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended that date.

ANNEXURE TO THE AUDITORS' REPORT The Companies (Auditor's Report) Order, 2003 ('CARO')

As required by Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that ;

1) a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) All the assets have been physically verified by the management during the year but, according to the information and explanation given to us, there is a regular program me of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, The Company has not disposed off any substantial/major part of assets.

2) The company does not hold any inventory and hence the question of physical verification etc does not arise.

3) The company has not granted loans during the year to parties covered in the registered maintained under section 301 of the Company Act, 1956. The company has not taken unsecured loans during the year from parties covered in registered maintained u/s 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

6) The Company has not accepted any deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

9) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including, Income Tax, Sales Tax, Cess and any other material statutory dues applicable to it. The Company is not liable under the provisions of Investor Education and Protection Fund, Wealth Tax for the financial year covered by our audit. There are no undisputed statutory liabilities outstanding more than six months as on 31st March 2010.

b) According to the information and explanation given to us, there are no dues of Income tax and cess, which have not been deposited on account of any dispute.

10) The Company have accumulated losses of Rs. 51652204/- as at 31.03.2010. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues a financial institution or bank.

12) 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 Company has not a chit fund, nidhi/mutual benefit fund and therefore the requirement pertaining to such class of companies is not applicable.

14) According to the information and explanation given to us, the Company did not deal in or trade in shares, securities, debentures or other investment .The shares and other investment acquired by the company by way of investment are held by the company in its own name.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution.

16) The Company has taken term loan from Financial Institution during the year.

17) On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investment during the year.

18) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year and therefore, the question of creating the security in respect thereof does not arise.

20) The Company has not made any public issue during the year and therefore, the question of disclosing the end use of money does not arise.

21) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For GUPTA SAHARIA & CO.

Chartered Accountants

(SANJAY J JAIN)

Partner

Membership No.112646 Place : Mumbai Firm No. 103446W Date : 20th August, 2010

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