Auditor Report of Celestial Biolabs Ltd.

Mar 31, 2016

AUDIT REPORT

To

The Members,

M/S. CELESTIAL BIOLABS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/S. CELESTIAL BIOLABS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent ; and design, implementation and main tenance 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

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reason able 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 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the a fore said standalone financial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at31^st March, 2016,and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), as amended, issued by the 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 paragraphs 3 and 4 of the Order.

2. As required by Section143 (3)of the Act, were port that:

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

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

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

(d) In our opinion, the a foresaid Standalone financial statements comply with the Accounting Standards specified under Section 133of the Act, read with Rule7of the Companies(Accounts) Rules,2014.

(e) On the basis of the written representations received from the directors as on31^st March,2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March,2016 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”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule11of the Companies (Audit and Auditors)Rules,2014,in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

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

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

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

b. A major portion of fixed assets have been physically verified by the management during the year at reasonable intervals; no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties held in the name of the company.

ii. a. The inventory has been physically verified by the management during the year at reasonable intervals.

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

c. On the basis of our examination of the inventory records, in our opinion, the Company has to further strengthen the inventory records. However, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with the books of account.

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 Companies Act.

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 with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal.

vi. We have broadly reviewed the books of account maintained by the company in respect of its activities pursuant to the order made by the Central Government of India for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. a. According to the information and explanations given to us and the records of the Company examined by

us the company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of customs, duty of excise, value added tax, cess any and other statutory dues as applicable with the appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2016 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the records of the company examined by us, there are no dues of Income Tax or Sales Tax or Service Tax or duty of customs or duty of excise or value added tax or cess as at 31st March, 2016 which have not been deposited on account of a dispute.

c. According to the information and explanations given to us , there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The Company neither has accumulated losses at the end of the financial year nor has incurred cash losses during the financial year and in the immediately preceding financial year.

ix. According to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions, banks and there are no outstanding debentures.

x. According to the information and explanations given to us and records examined by us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (x) of the Companies (Auditor''s Report) Order, 2015 is not applicable.

xi. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

for Lakshmi purna & Associates

Chartered Accountants

Firm Registration No.012323S

CH.L Purnachandra Rao

Proprietor

Place:Hyderabad

Date : 28-05-2016

Membership No.221392

---

Mar 31, 2015

We have audited the accompanying financial statements of M/S. CELESTIAL BIOLABS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 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

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the 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.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (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 information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

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

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

ANNEXURE TO THE AUDITORS' REPORT:

i a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. A major portion of fixed assets have been physically verified by the management during the year at reasonable intervals; no material discrepancies were noticed on such verification.

ii. a. The inventory has been physically verified by the management during the year at reasonable intervals.

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

c. On the basis of our examination of the inventory records, in our opinion, the Company has to further strengthen the inventory records. However, the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with the books of account.

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 Companies Act. 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 with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system. v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal. vi. We have broadly reviewed the books of account maintained by the company in respect of its activities pursuant to the order made by the Central Government of India for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same. vii. a. According to the information and explanations given to us and the records of the Company examined by us the company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of customs, duty of excise, value added tax, cess any and other statutory dues as applicable with the appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable. b. According to the information and explanations given to us and the records of the company examined by us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or duty of customs or duty of excise or value added tax or cess as at 31st March, 2015 which have not been deposited on account of a dispute.

c. According to the information and explanations given to us , there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The Company neither has accumulated losses at the end of the financial year nor has incurred cash losses during the financial year and in the immediately preceding financial year.

ix. According to the information and explanation given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions, banks and there are no outstanding debentures.

x. According to the information and explanations given to us and records examined by us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (x) of the Companies (Auditor's Report) Order, 2015 is not applicable.

xi. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

xii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for Lakshmi purna & Associates

Chartered Accountants

Firm Registration No.012323S

CH.L Purnachandra Rao

Proprietor

Membership No.221392

Place: Hyderabad

Date : 02-07-2015

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014; (ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 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; and

e. On the basis of 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 AUDITORS'' REPORT

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

b. A major portion of fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and nature of its assets and no discrepancies were noticed on such physical verification.

c. In our opinion, the company has not disposed off any fixed assets during the year and therefore do not affect the going concern status of the company.

ii. Inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

iii. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, hence clause 4 (iii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

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 with regard to the purchase of fixed assets and sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. During the course of our audit, no major weaknesses have been noticed in internal control system.

v. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956,that need to be entered into the register required to be maintained under that section have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs 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.

vi. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under are not applicable. vii. The company has an internal audit system, which is commensurate with the size of the company and nature of its business.

viii. We have broadly reviewed the books of account maintained by the company in respect of its activities pursuant to the order made by the Central Government of India for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

ix. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues as applicable with the appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the records of the Company examined by us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty which have not been deposited with the appropriate authorities on account of any dispute.

x. The accumulated losses at the end of the financial year are less than the fifty percent of its net-worth and the company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. According to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks and there are no outstanding debentures.

xii. Based on our examination and 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. Accordingly, clause 4

(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable. xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4

(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable. xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xv. 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. Accordingly clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. xvii.According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii.During the year, the Company has made preferential allotment of shares of 12,50,000 (nos) to Dr. A N Singh and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures. Accordingly, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xx. The Company has not raised any money by way of public issue during the year. Accordingly clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for Lakshmi Purna & Associates Chartered Accountants Firm Registration No.012323S

(Ch.LPurna Chandra Rao) Proprietor Membership No. 221392

Place: Hyderabad Date : 29-05-2014

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Mar 31, 2013

1. We have audited the attached Balance Sheet of CELESTIAL BIOLABS LIMITED as at 31st March, 2013, the Statement of Profit and Loss and also the 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said orders.

4. Further to our Comments in the Annexure referred to in paragraph 3 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 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 i t appears from our examination of those Books;

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement 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 and the Cash Flow Statement read together with the significant accounting policies and notes appearing thereon, comply with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, as on 31st March, 2013 and taken o n record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 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 accounts, together 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 in conformity with the accounting principles

(g) generally accepted in India :

i. in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2013;

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

iii. in the case of the Cash Flow Statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

b. All the fixed assets have been physically verified during the year by the management. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets and no material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and therefore do not affect going concern status of the Company.

ii. a. Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

iii. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, hence clause 4 (iii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

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 with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

v. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the companies Act, 1956, that needs to be entered into the register required to be maintained under that section have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of five lakhs rupees 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.

ix. 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 undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues as applicable with the appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the records of the company examined by us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty which have not been deposited on account of a dispute.

x. The Company neither has accumulated losses at the end of the financial year nor has incurred cash losses during the financial year and in the immediately preceding financial year.

xii. Based on our examination and 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. Accordingly, clause 4 (xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xiv. According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xv. 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. Accordingly clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, the term loan has been applied for the purposes for which it was obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

xix. The Company has not issued any debentures. Accordingly, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

xx. The Company has not raised any money by way of public issue during the year. Accordingly clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable.



for Lakshmi purna & Associates

Chartered Accountants

Firm Registration No.012323S



Place: Hyderabad (Ch.L Purna Chandra Rao)

Date :29-05-2013 Proprietor M. No.221392

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of CELESTIAL BIOLABS LIMITED as at 31st March, 2012, the Statement of Profit and Loss and also the 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said orders.

4. Further to our Comments in the Annexure referred to in paragraph 3 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 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 and the Cash Flow Statement 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 and the Cash Flow Statement read together with the significant accounting policies and notes appearing thereon, comply with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, the accounts, together 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 in conformity with the accounting principles

(g) generally accepted in India :

i. in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2012;

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

iii. in the case of the Cash Flow Statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

b. All the fixed assets have been physically verified during the year by the management. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets and no material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and therefore do not affect going concern status of the Company.

ii. a. Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

iii. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, hence clause 4 (iii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

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 with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

v. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the companies Act, 1956, that needs to be entered into the register required to be maintained under that section have been so entered.

b. In our opinion and according to the information and explanations given to us, the

transactions made in pursuance of such contracts or arrangements exceeding value of five lakhs rupees 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.

ix. 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 undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax,

Service Tax, Customs Duty, Excise Duty and other material statutory dues as applicable with the appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the records of the company examined by us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty which have not been deposited on account of a dispute.

x. The Company neither has accumulated losses at the end of the financial year nor has incurred cash losses during the financial year and in the immediately preceding financial year.

xi. The company has neither taken any loans from a financial institution and a bank nor issued any debentures. Accordingly, clause 4 (xi) of the Companies (Auditor's Report) Order, 2003 is

not applicable.

xii. Based on our examination and 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. Accordingly, clause 4 (xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xiii. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xiv. According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xv. 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. Accordingly clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, the term loan has been applied for the purposes for which it was obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investments.

xix. The Company has not issued any debentures. Accordingly, the provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xx. The Company has not raised any money by way of public issue during the year. Accordingly clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 is not applicable.

for Lakshmi purna & Associates Chartered Accountants Firm Registration No.012323S

(Ch.L Purna Chandra Rao) Proprietor M. No.221392

Place: Hyderabad

Date :30-05-2012

---

Mar 31, 2011

1. We have audited the attached Balance sheet of Celestial Biolabs Limited as on 31st March 2011 and the Profit and Loss Account attached thereto for the period ended on that date and the Cash Flow Statement for the year ended on that date, both 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 includes examining on the test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified therein.

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

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

ii. 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;

iii. The balance sheet, profit and loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account

iv. In our opinion, the balance sheet, profit and loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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;

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 and loss account, of the profit for the period ended on that date.

c. In the case of Cash Flow statement, of the Cash Flow for the said year ended on that date.

ANNEXURE TO THE AUDITORS REPORT AS REFERRED TO IN PARA 3 OF THE SAID REPORT OF EVEN DATE

(1) In respect of its fixed assets

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

b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies have been noticed on such verification.

c) Fixed Assets disposed of during the year are not material enough to affect the going concern of the company. The assets have been regrouped wherever felt necessary.

(2) In respect of its inventories

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures followed by the Management for the physical verification of stocks 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 explanations given to us, no material discrepancies were noticed on physical verification of stores as compared to book balances in so far as appears from my examination of the books.

(3) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year.

The Company has not granted any loans, secured or unsecured to the Companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956 during the year.

(4) According to the records of Company, there were no transaction of purchase of goods, services and sale of goods, services, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956.

(5) In our opinion and according to information and explanations give to us the company has not accepted any deposit as such the question of compliances of section 58, 58AA and other relevant provision of Companies act do not arise. Scrap or by-products are not generated by the Company.

(6) As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

(7) In our opinion and according to the information and explanations given to us, the provisions of Provident Fund & Family Pension Act, Employees State Insurance Act are applicable to the company. The company is generally regular in depositing PF and ESI dues with the appropriate authorities.

(8) According to the information and explanations given to us and the books and records examined by us, there are no undisputed amounts, payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty outstanding six months from the date they become payable.

(9) The company has no accumulated loss as on 31st March 2011 neither it has sustained any cash loss in current year nor in the previous year.

(10) According to the information and explanations given to us and the records examined by us and so far as we could ascertain, no personal expenses have been charged to revenue account.

(11) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

(12) The Company is not dealing or trading in shares, securities, debentures and other investments.

(13) The Company has not furnished any guarantee during the year, for loans taken by the other firms, banks or financial institutions, terms and conditions whereof are prima-facie, prejudicial to the interest of the Company.

(14) In view of the nature of the activities carried out and services rendered the company does not consider it necessary to allocate man hours utilized to the related jobs.

(15) The Company has not made any preferential allotments of shares to any party covered in the register maintained under section 301 of the Companies Act 1956, during the year.

(16) The Company has not issued any debentures.

(17) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

(18) Other clauses of the order are not applicable to the company for the year.

For Lakshmi Purna & Associates Chartered Accountants

CH.L.Purnachandra Rao Proprietor

Membership No.221392 Firm Registration No.12323S

Place: Hyderabad Date :29.08.2011

---

Mar 31, 2010

1. We have audited the attached Balance sheet of Celestial Biolabs Limited as on 31st March 2010 and the Profit anc Loss Account attached thereto for the period ended on that date and the Cash Flow Statement for the year ended or that date, both 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 auditin accordance with auditing standards generally accepted in India. Those Standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on the test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matter specified therein.

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

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

ii. 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;

iii. The balance sheet profit arid loss account and Cash Flow Statement dealt with by this report are in agreemem with the books of account;

iv. In our opinion, the balance sheet profit and loss account and Cash Flow Statement dealt with by this repot comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956;

v. On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2010 from being appointed as director in terms of clause(g) of sub-section(1) of section 274 of the Companies Act 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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;

a. In the case of the balance sheet, of the state of affairs of the Company as at 31 st March 2010.

b. In the case of the profit and loss account of the profit for the period ended on that date;

c. In the case of Cash Flow statement, of the Cash Flow for the said year ended on that date.



ANNEXURE TO THE AUDITORS REPORT AS REFERRED TO IN PARA 3 OFTHESAID REPORT OF EVEN DATE



(1) In respect of its fixed assets

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

b) The fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies have been noticed on such verification.

c) Fixed Assets disposed of during the year are not material enough to affect the going concern of the company. The assets have been regrouped wherever felt necessary.

(2) In respect of its inventories

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In ouropinion and according to the information and explanations given to us, he procedures followed by the Management for the physical verification of stocks 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 explanations given to us, no material discrepancies were noticed on physical verification of stores as compared to book balances in so far as appears from my examination of the books.

3) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year.

The Company has not granted any loans, secured or unsecured to the Companies, firms or other.parties listed in the Register maintained under section 301 of the Companies Act, 1956 during the year.

4) There are adequate internal control procedures commensurate with the size of company and nature of its business for the purchase of store, raw materials includiag components, plant and Machinery, equipment and other assets and for the sale of goods.

5) According to the records of Company; there were no transaction of purchase of goods, services and sale of goods, services, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to information and explanations give to us the company has not accepted any deposit as such the question of compliances of section 58,58AA and other relevant provision of Companies act do not arise. Scrap or by-products are not generated by the Company.

7. As explained to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956.

8. In our opinion and according to the information and explanations given to us, the provisions of Provident Fund& Family Pension Act, Employees State Insurance Act are applicable to the company. The company is generally regular in depositing PF and ESI dues with the appropriate authorities.

9. According to the information and explanations given to us and the books and records examined by us, there are no undisputed amounts, payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty outstanding six months from the date they become payable.

10. The company has no accumulated loss as on 31st March 2010 neither it has sustained any cash loss in current year nor in the previous year.

11. According to the information and explanations given to us and the records examined by us and so far as we could ascertain, no personal expenses have been charged to revenue account.

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

13. The Company is not dealing or trading in shares, securities, debentures and other investments.

14. The Company has not furnished any guarantee during the year, for loans taken by the other firms, banks or financial institutions, terms and conditions whereof are prima-facie, prejudicial to the interest of the Company.

15. In view of the nature Of the activities carried out and services rendered the company does not consider it necessary to allocate man hours utilized to the related jobs.

16. The Company has not made any preferential allotments of shares to any party covered in the register maintained under section 301 of the Companies Act 1956, during the year.

17. The Company has not issued any debentures.

18. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

19. Other clauses of the order are not applicable to the company for the year.

Place: Hyderabad G.V.RAO&CO

Date: 12.08.2010 Chartered Accountants

G.V.RAO

Proprietor

Membership No. 216153