Auditor Report of Clenon Enterprises Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of CLENON ENTERPRISES LIMITED
(formerly known as G.R.Cables 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 statements including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the "Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013. (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 ("Ind AS”) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31. 2025. and its loss, total comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis For Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
("SAs”) specified under section 143(10) of the act. Our responsibilities under those standards are further
described in the Auditor s Responsibilities for the Audit of the Financial Statements section of our report
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the act and the rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s
Code of Ethics.

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

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 for the financial year ended March 31.2025 These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters We have determined that there are
no key audit matters to communicate in our report.

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

The Company’s Board of Directors is responsible for the other information The other information
comprises the information included in the Management Discussion and Analysis, Board''s Report
including Annexures to Board''s Report. Report on Corporate Governance, but does not include the
Financial Statements and our auditor''s report thereon The Management Discussion and Analysis,
Board''s report including annexures to Board''s report. Report on Corporate Governance is expected to
be made available to us after the date of this auditor’s report

Our opinion on the financial statements docs not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility- is to read the other
information identified above when it becomes available and, m doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained during
the course of our audit or otherwise appears to be materially misstated.

When we read the Management Discussion and Analysis, Board''s report including annexures to Board''s
report. Report on Corporate Governance Report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance as required under
SA 720 ‘The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Board of Directors for The Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these Financial Statements that give a true and fair view
of the financial position, financial performance, including other comprehensive income, changes in
equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including Ind AS specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with die 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.

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

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

Auditor’s Responsibility for The Audit of The Financial Statements

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

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

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

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

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

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

However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by 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 Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account

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

e. On the basis of the written representations received from the directors as on 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
A 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 he 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 financial
statements.

li The Company did not have any material foreseeable losses on long-term contracts including derivative
contract.

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

iv.

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) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries''’), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b The management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by

or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

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

v. The company has not declared or paid any dividend during the year.

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 have the feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software Further, during the course of our audit we did not come across any
instance of the audit trail feature being tampered with and the audit trail has been preserved by the
Company as per the statutory requirements for record retention

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

For Gorantla & Co
Chartered Accountants
Firm’s Registration No.: 016943S

Sd/-

Sri Ranga Gorantla
Partner

Membership No.: 222450
UDIN: 25222450BMTVEU5956

Place: Hyderabad
Date: 30th May,2025

---

Mar 31, 2024

We have audited the accompanying Financial Statements of G.R. CABLES LIMITED (“the
Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit
and Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and notes to the financial statements including a summary of significant accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013,
as amended (the “Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31,2024, and its loss, its cash flows and the changes in equity for the year ended on that
date.

Basis for opinion

We conducted our audit of financial statements in accordance with the Standards on Auditing,
as specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI’s Code of Ethics.

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

Emphasis of Matter

We draw your attention to the financial statements regarding the implementation of
reconstruction of G.R. CABLES LIMITED and its consequential impacts as detailed in the notes
to accounts. As specified in the scheme of reconstruction approved by NCLT, it has been
accounted where liabilities have been recorded written off to the extent mentioned in the
scheme along with other outstanding liabilities, capital balances and reserves etc. are adjusted
to CIRP Adjustment Account which amounts 1425.90 lakhs The CIRP Adjustment amount so
recognized in the books on account of this reconstruction is not written off in the Financial Year
2023-24.

Information other than the financial statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Report of the Board of Directors
including Annexures thereto, Management Discussion and Analysis Report and Business
Responsibility Report, but does not include the financial statements and our auditor’s report
thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether such other information is materially inconsistent
with the 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.

Responsibilities of Management and those charged with Governance for the Financial
Statements

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

In preparing the financial statements, management 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.

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

Auditor’s Responsibility for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by

the Central Government of India in terms of Section 143(11) of the Act, we give in

“Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by
this Report are in agreement with the books of account;

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

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

f. With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure 2”. 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 financial statements.

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

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

iv.

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) by the Company to or in
any other persons or entities, including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief,
no funds have been received by the Company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

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

v. The company has not declared or paid any dividend during the year.

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 31,2024, which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions
recorded in the software. 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 31,2024.

For Gorantla & Co

Chartered Accountants

Firm’s Registration No.: 016943S

Sd/-

Sriranga Gorantla

Partner

Membership No.: 222450

UDIN: 24222450BKCMHN4908

Place: Hyderabad

Date: 30-05-2024

---

Mar 31, 2015

We have audited the accompanying financial statements of G.R. Cables Limited ("The Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and 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 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 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 provision 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 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 in terms of Section 143(11) of the Companies Act, 2013, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

(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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,

2014, in our opinion and to the best of our information and according to the explanations given to us:

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

b. The Company did not have any material foreseeable losses relating to long-term contracts including derivative contracts.

c. There has been no delay in transferring amounts, required to be transferred, to the Investors Education and Protection Fund by the Compan.

Annexure to the Independent Auditors' Report on the Financial Statements

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report on the financial statements of even date)

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

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

(2) (a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year.

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

(c) In our opinion, and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(4) (a) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services and

(b) During the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

(5) The company has not accepted any deposits to which the directives issued by the Reserve Bank of India and provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under would apply.

(6) The maintenance of cost records specified by the Central Governmentto which the provisions of section 148(1) of the 2013 Act would apply are under compilation.

(7) a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, Value added tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it except provident fund and employees' state insurance.

b) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute. The company has a deferred sales tax loan of Rs, 851.73 lakhs as its liability.

(8) The company have accumulated losses of Rs, 3332.53 Lacs exceeding fifty percent of its net worth at the end of the financial year and has incurred a cash loss of Rs, 19.43 lacs in the financial year and a cash loss of Rs, 20.01 lacs in the financial year immediately preceding such financial year.

(9) In our opinion and according to the information and explanations given to us, the lending banks has initiated legal proceedings against the company for recovery of loan amounts the Company has not issued any debentures.

(10) 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 (x) of the Order is not applicable.

(11) The company has not raised any Term Loans during the year. Accordingly, clause (xi) of the Order is not applicable.

(12) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



By Order of Board of Directors

For G.R. Cables Limited

Place : Hyderabad G.R. Reddy

Date : 14.08.2015 Managing Director

---

Mar 31, 2013

We have audited the accompanying financial statements of GR Cables Limited ("the Company"), which comprise the Balance Sheet as at March enended, and the Statement Management is responsible for the preparation of these financial statements that give a true and fair view of the financial poscotionng Stand performance and cash flows of the Company in accordan Cten from material misstatement, whether due to fraud or error. approMhe cMSe to fr Sud or err. InM S5S5ssessments, 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. required and give a true and fair view in coororniioywith the accounting principles generally '' accepted in India:

a) In the case of the Balance Sheet, Restate of affairs ofthe Company as at March

b) da n 1 the case of the Profit and Loss Account, of the loss for the year ended on that

c) In the and e of the Cash Flow Statement, of the cash flows for the year ended on that date,

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

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount. secteon ent c of the Compan A es Act, ing S;

e) On the basis of written representations received from the directors as on March 31, disqua and taken on record by the Board of Directors, none of the directors is clause

(g) of sub-s March a''2013, f on7of the Companies 1956. terms of

f) Since the Central Government has not issued any notification as to the rate at which is to be paid, no cess is due and payable by the Company. ofarcR. C on the basis of such checks as we conscomerean appropriate and according to the information and explanation given to us during the course of our Audit we reportthat:

(b) The fixed assets have b e e n physically verified by the manag ement at reasoable

2. (a) The he mana verification of inventory has been conducted at reasonable intervals

(c) In our opinion, the Company is maintaining proper records of inventory.

3. (a) The company has not granted loans to parties covered in the Register maintained

(Qj unde company 3 a 0 1 no of t a he n loans from pa ct, iss cover Acco in in e Regis aus r maiintaine d

a TheTlffg ion of h s e OfeZ^^''s e^ctTpara no. 16 of th s 4 not to accounts schedule -19 forming of this report.

4. In our opin a on and according to the information and exp w anations g e o en to us, there

5. (a) e Acco co rd e p g ol to the information and explanations g th en to us, we are of the op o n th on

register maintained of co d ntracts

(b) In rans ur opinion and the prices w hich are reasonable having regard to prevailing market prices at the

6. The Comp

of Sections y ha, s not a, and any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

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

9. (a) According to the information and explanations given to us a n r on l a r i basis o s i our tax xamination of th boo

(b) Ac suranc ing to the information and explanations given to us, there is an amount of Rs. ord,401/- with re spect to Em ploy eeas'' State Insuran c e and Rs . 68,200/-w ith re o pect to Pro he iden at Fund as at 31st M ya rch 2013, for a period of more than six

(c) Ac spe rdng o to the'' information an ame expanatio e. ns given to us, there are no , excis in

11. In our opn iion and according to the information and explanations given to us, the lending banks has initiated legal proceedings against the company for recovery of loan amounts the Company has not issued any debentures.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable.

13. The company is not a chit fund, nidhi, mutual benefit fund ora society. Accordingly, clause 4 (xiii) of the Order is not applicable.

15. 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 Order is not applicable.

16. The company has not raised any Term Loans during the year. Accordingly, clause 4 (xvi)of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and have been issued is prejudicial to the interest of the Company does not arise.

20. the company has not raised any money by pubic ssues during the year. Accordingly, clause 4 (xx) of the Order is not applicable ,

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



for Srinivas P & Associates

Chartered Accountants

F.R.NO: 006987S

P.Srinivas

Place-.Hyderabad Proprietor

Date : 12.07.2013 M.No. 204098

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of G.R. Cables Limited as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 and amendment thereto by the Companies (Auditor's Report) (Amendment) Order 2004 (hereinafter referred to as "Order") 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 Order.

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 purpose of our audit;

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

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v. On the basis of written representations received from 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 Section 274 (1) (g) 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 March 31, 2012;

b) In the case of the Profit and Loss Account, of the loss for the year 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE

1. (a) The company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

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

(c) The company has not disposed off substantial part of fixed assets during the year so as to affect the going concern status of the company.

2. (a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year.

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

(c) In our opinion, the Company is maintaining proper records of inventory.

3. (a) The company has not granted loans to parties covered in the Register maintained

under Section 301 of the Companies Act, 1956 and hence clause 4 (iii) (a) to clause 4 (iii) (d) of the Order are not applicable.

(e) The company has not taken loans from parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4 (iii) (f) and 4 (iii) (g) of the Order are not applicable subject to Para no.16 of the note to accounts schedule -19 forming of this report.

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 the sale of goods; there is no sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion

that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 are entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs with such party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public to which the provisions of Sections 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

7. The company has no outside internal audit system commensurate with its size and the nature of its business.

8. According to the information and explanations given to us, the cost records required to be maintained under section 209 (1) (d) of the Companies Act, 1956 are under compilation.

9. (a) According to the information and explanations given to us and on the basis of

our examination of the books of account, the company has been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it except provident fund and employees' state insurance.

(b) According to the information and explanations given to us, there is an amount of Rs. 9516/- with respect to Employees' State Insurance and Rs. 68816/- with respect to Provident Fund as at 31st March 2012, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The company have accumulated losses of Rs.3261 Lacs exceeding fifty percent of its net worth at the end of the financial year and has incurred a cash loss of Rs. 19.67 lacs in the financial year and a cash loss of Rs.187.04 lacs in the financial year immediately preceeding such financial year.

11. In our opinion and according to the information and explanations given to us, the lending banks has initiated legal proceedings against the company for recovery of loan amounts the Company has not issued any debentures.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. 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 Order is not applicable.

15. 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 Order is not applicable.

16. The company has not raised any Term Loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the no funds raised on short-term basis have been used for long-term investment.

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. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

19. The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

20. The company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the Order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For Srinivas P & Associates

Chartered Accountants

F.R.NO: 006987S

P.Srinivas

Place:Hyderabad Proprietor

Date :04.09.2012 M.No. 204098

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of G R Cables Limited as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 and amendment thereto by the Companies (Auditor's Report) (Amendment) Order 2004 (hereinafter referred to as "Order") 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 Order.

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 purpose of our audit;

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

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

iv. Subject to Point No. (1) (E) of Notes of Accounts in Schedule 19 to Financial Statements, in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v. On the basis of written representations received from Directors as on 31 st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2011 from being appointed as a director in terms of Section 274 (1) (g) 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 March 31,2011;

b) in the case of the Profit and Loss Account, of the loss for the year 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE

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

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

(c) The company has not disposed off substantial part of fixed assets during the year so as to affect the going concern status of the company.

2. (a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year.

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

(c) In our opinion, the Company is maintaining proper records of inventory. The Depletion of inventories were identified and written off in the books of accounts as per Para no.9 of note to accounts schedule -19 forming part of this report.

3. (a) The company has not granted loans to parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and hence clause 4 (iii) (a) to clause 4 (iii) (d) of the Order are not applicable.

(e) The company has not taken loans from parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses 4 (iii) (f) and 4 (iii) (g) of the Order are not applicable subject to Para no. 16 of the note to accounts schedule -19 forming of this report.

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 the sale of goods; there is no sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 are entered.

(b) As per the information and explanations provided to us there are no transactions made in pursuance of contracts/agreements entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public to which the provisions of Sections 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

7. The Company has no outside internal audit to commensurate the size of the company.

8. According to the information and explanations given to us, the cost records required to be maintained under section 209 (1) (d) of the Companies Act, 1956 are under compilation.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it except provident fund and employees' state insurance.

(b) According to the information and explanations given to us, there is an amount of Rs. 9516/- with respect to Employees' State Insurance and Rs. 68816/- with respect to Provident Fund as at 31st March 2011, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The company have accumulated losses of Rs.3261 Lacs exceeding fifty percent of its net worth at the end of the financial year and has incurred a cash loss of Rs. 187.04 lacs in the financial year and a cash loss of Rs.61.27 lacs in the financial year immediately preceeding such financial year.

11. In our opinion and according to the information and explanations given to us, the lending banks has initiated legal proceedings against the company for recovery of loan amounts the Company has not issued any debentures.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. 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 Order is not applicable.

15. 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 Order is not applicable.

16. The company has not raised any Term Loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the no funds raised on short-term basis have been used for long-term investment.

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. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

19. The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

20. The company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the Order is not applicable.

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

for Srinivas P & Associates Chartered Accountants F.R.NO: 006987S

P.Srinivas Proprietor M.No. 204098

Place: Hyderabad Date : 05.09.2011

---

Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 (Auditors Report) Order, 2003 and amendment thereto by the Companies (Auditors Report) (Amendment) Order 2004 (hereinafter referred to as "Order") 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 Order.

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 purpose of our audit;

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

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

iv. Subject to Point No. (1) (E) of Notes of Accounts in Schedule 18 to Financial Statements, in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v. On the basis ofwritten representations received from Directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 201 Of rom being appointed as a director in terms of Section 274 (1) (g) 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 March 31, 2010;

b) in the case of the Profit and Loss Account, of the loss 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE

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

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

(c) The company has not disposed off substantial part of fixed assets during the year so as to affect the going concern status of the company.

2. (a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year.

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

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3.
(e) The company has not taken loans from parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, clauses .4 (iii) (f) and 4 (iii) (g) 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 purchases of inventory, fixed assets and with regard to the sale of goods; there is no sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 are entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs with such party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public to which the provisions of Sections 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

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

8. According to the information and explanations given to us, the cost records required to be maintained under section 209 (1) (d) of the Companies Act, 1956 are under compilation.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it except provident fund and employees state insurance.

(b) According to the information and explanations given to us, there is an amount of Rs. 3918/- with respect to Employees State Insurance and Rs. 39823/- with respect to Provident Fund as at 31st March 2010, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The company have accumulated losses of Rs.3087 Lacs exceeding fifty percent of its net worth at the end of the financial year and has incurred a cash loss of Rs. 61.27 lacs in the current financial peirod and a cash loss of Rs.771.13 lacs in the financial year immediately preceeding such financial period.

11. In our opinion and according to the information and explanations given to us, the lending banks have initiated legal proceedings against the company for recovery of loan amounts. The Company has not issued any debentures.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. 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 Order is not applicable.

15. 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 Order is not applicable.

16. The company has not raised any Term Loans during the period. Accordingly, clause 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the no funds raised on short-term basis have been used for long-term investment.

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. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

19. The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

20. The company has not raised any money by public issues during the period. Accordingly, clause 4 (xx) of the Order is not applicable.

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

for Srinivas P & Associates

Chartered Accountants

Place: Hyderabad P.Srinivas

Date : 03.12.2010 Proprietor

M.No. 204098

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Sep 30, 2009

1. We have audited the attached Balance Sheet of G.R. Cables Limited as at 30th September 2009, the Profit and Loss Account and the Cash Flow Statement of the Company for the period ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 (Auditors Report) Order, 2003 and amendment thereto by the Companies (Auditors Report) (Amendment) Order 2004 (hereinafter referred to as "Order") 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 oh the matters specified in Paragraphs 4 and 5 of the said Order.

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 thetoest of our knowledge and belief, were necessary for the purpose of our audit; ,

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examirjation of those books;

iii. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are In agreement with the Books of Account;

iv. Subject to Point No. (1) (E) of Notes of Account* In Schedule 19 to Financial Statements, in our opinion, the Batence Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with tie-Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v. On the basis of written representations received from Directors as on 30th September, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30tb September 2009 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956;

vi. Subject to Note Nos. 1 (A) and 18 of Schedule 18 of Financiat Statements, 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 September 30; 2009;

b) in the case of the Profit and Loss Account, of the loss for the year 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUCTT REPORT OF EVEN DATE

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed ensued verification.

(c) The company has not disposed off substantial part of fixed assets during the year so as to affect the going concern status of the company.

2. (a) The physical verification of iiwerrtory has been conducted at reasonable intervals by the management during the year.

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

(c) In our opinion, the Company is maintaining proper records-of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The company has not granted loans to parties under Section 301 of the Companies Act,1956 and hence clause 4 (iii) (a) to clause 4 (iii) (d) of the Order are not applicable.

(e) The company has not taken loans from parties covered in the Register maintained under Section 301 of the Companies Act, 1956 Accordingly, clauses. 4 (iii) (f) and 4 (iii) (g) 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 procedurees 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 the sale of goods; there is:no sale of services. During the course of our audit, we have not observed any continuing failure to correot major weaknesses in internal controls.

5. (a) According to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements that need to ]be entered in to the register maintained under section 301 of the companies Act , 1956 are entered.

(b) In our opinion and according to the information and explanations givento us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs with such party during the year have-been made at prices which are reasonable having regard to prevailing at the relevant time

6. The Company has not accepted any deposits from the public to which the provisions of Sections 58A, 58A and any other relevant of 1956 and the rules framed there under would apply,

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

8. According to the information and explanations given to us, the cost records required to be maintained under section 209 (1) (d) of the Companies Act, 1956 are under compilation. , , .

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account the company has been regulation with appropriate authorities undisputed statuory does tax, wealth tax, service tax, customs duty, cess and other material statutory dues applicable to it except provident fund and employees state insurance.

(b) According to the information and explanations given to us, there is an amount of Rs. 1086/- with respect to employees state insurane and Rs. 189431/- with respect to provident Fund as at 30th september for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues in respect of sales tax,, income tax customs duty, wealth tax, service to, excise duty, and cess that have not been deposited with the appropriate account of any dispute:

10. The company have accumulated tosses of ps.2953 lacs exceeding fifty percent of its net worth at the end of the financial year and has incurred a cash Joss of Rs. 771.13 lacs before prior period items in the financial year and a cash of toss Rs. 514.48 lacs in the financial year immediately preceeding such financial year.

11. In our opinion and according to the information and-explanations given to us, the company has not defaulted in repayment of dues to a financial Institution or bank and has not issued any debentures.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. 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 Order is not applicable.

15. 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 Order is not applicable,

16. The company has not raised any Term Loans during the year. Accordingly, clause 4 (xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the no funds raised on short-term basis have been used for long-term investment

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. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

19. The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

20. The company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the Order is not applicable.

21. According to the information and explanations givfn & us. no fraud on or by the company has been noticed or reported during the course of our audit.



for Srtnivas P & Associates Chartered Accountants P-Sriniyas Place: Hyderabad Proprietor Date : 04.12.2009 M.No. 204098