Auditor Report of Emergent Industrial Solutions Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of Emergent Industrial Solutions Ltd. ("the
Company"), which comprise the balance sheet as at March 31, 2025, the statement of Profit and Loss including the
statement of other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for
the year then ended on that date (hereinafter referred to as the "standalone financial statements"), and material
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
standalone 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 ("Ind AS") prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and
other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025,
its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act
(SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit
of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act
and the Rules 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 standalone 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
standalone financial statements of the current period. We have determined that there are no key audit matters to
communicate in our report.

Other Information

The Company''s Management and Board of Directors is responsible for the other information. The other information
comprises the information included in the annual report but does not include the financial statements and our
auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s
report.

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

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

Management''s and Board of Director''s Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state
of affairs, profit/loss and 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
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statement that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by Management and Board of Directors.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our 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. A. 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 including the Statement of 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 Indian Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as
amended.

(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 over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure I". Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls over financial reporting.

(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, according to the explanations given to us, no
managerial remuneration has been paid by the Company to its directors during the year, therefore the
provisions of the section are not applicable.

B. 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 Standalone
financial statements. Refer Note 29.22 (d) to the financial statements.

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

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

d. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entity ("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 (which
are material either individually or in the aggregate) have been received by the Company from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(c) Based on the audit procedures that have 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.

e. The company has neither declared dividend nor paid any dividend during the year.

f. Based on our examination which included test checks, the Company, in respect of financial year
commencing on 01 April 2024, has used an accounting software for maintaining its books of account
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 audit trail feature being tampered with in respect of the accounting
software where such feature is enabled.

Additionally, 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 II" a statement on the matters specified in
paragraphs 3 and 4 of the said Order, to the extent applicable.

For O P BAGLA & CO LLP
CHARTERED ACCOUNTANTS
FRN No.000018N / N500091

PLACE: NEW DELHI (ATUL BAGLA)

DATED: MAY 30, 2025 PARTNER

UDIN: 25091885BMLCNY7758 M No. 91885

Mar 31, 2024

We have audited the accompanying Standalone financial statements of Emergent Industrial Solutions Ltd. ("the Company"), which comprise the balance sheet as at March 31, 2024, the statement of Profit and Loss including the statement of other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended on that date (hereinafter referred to as the "standalone financial statements"), and material 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 standalone 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 ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules 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 standalone 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 standalone financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

The Company''s Management and Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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

Management''s and Board of Director''s Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due

to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management and Board of Directors.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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. A. 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 including the Statement of 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 Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure I". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(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, according to the explanations given to us, no managerial remuneration has been paid by the Company to its directors during the year, therefore the provisions of the section are not applicable.

B. 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 Standalone financial statements. Refer Note 29.22 (d) to the financial statements.

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

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

d. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entity ("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 (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have 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.

e. The company has neither declared dividend nor paid any dividend during the year.

f. The reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April, 2023.

Based on our examination, which includes test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024. The accounting software includes an audit trail (edit log) facility, which has been enabled from April 03, 2023, and has operated throughout the remainder of 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.

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 II" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

For O P BAGLA & CO LLP CHARTERED ACCOUNTANTS FRN No. 000018N / N500091

PLACE : NEW DELHI (ATUL BAGLA)

DATED : MAY 30, 2024 PARTNER

M No. 91885 UDIN: 24091885BKBNDC8488

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Emergent Global Edu and Services Limited (âthe companyâ), which comprises the Balance Sheet as at 3 I^st March 2018. the Statement of Profit and Loss, the statement of changes in Equity, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory'' information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

This responsibility also includes maintenance of adequate accounting records in accordance with the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these Ind AS 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 thereunder.

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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of thelnd AS financial statements that give 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 Companyâs 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 standalone financial statements.

Opinion

In our opinion and lo the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted, in India, of the state of affairs of the Company as at 31^st March, 2018, and its Profit, changes in equity and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report.) Order, 2016 ("the orderâ), issued by the Central Government of India in terms of Sub Section (11) of Section. 143 of the Act, we give in the Annexure -âAâ statement on the matters specified in paragraph 3 & 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, the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules ,2015,as amended;

e) Or, the basis of written representations received from the directors as on 31â March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018, 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 âAnnexure Bâ.

g) 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, we report that:

L 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 derivatives contracts for which there were any material foreseeable fosses.

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

Referred to in paragraph (1) under the heading ''Report on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31. 20! 8;

i) Since the company does not own any fixed assets, the clause (i) of the paragraph 3 of the Order related to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

ii) The company does not hold any inventory; accordingly the provisions of the clause (ii) of the paragraph of the order, related to inventory, are not applicable,

iii) The Company has granted unsecured loan to a company covered in the Register maintained under Section 189 of the Companies Act, 2013. Outstanding balance of which as on 31^st March, 2018 was Rs. 12.83 Crores(as per Ind AS - Rs . 11.04 Crores)

a) The terms and conditions of the granting of loan are not prejudicial to the companyâs interest;

b) The terms of repayment of Principal amount and Interest are stipulated. And as per the terms of agreement, Principal amount along with the Interest is to be repaid as part payment or in. lump sum as on or before the maturity date;

c) As per the terms of loan and according to information and explanations given to us by management, there is no amount overdue for more than ninety days.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 20) 3 in respect of loans, investments, guarantees, and security.

v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi) The company is having Consultancy Business, Therefore, the provisions referred to in sub-section (1) of the section 148 of the Companies Act, 2013, does not apply;

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2018 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, no disputed amounts in respect of Income Tax, Service Tax, Sales Tax, Custom Duty & Excise Duty were outstanding as at 3 l^sl March, 2018;

viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution. Accordingly, the provisions of clause 3 (viii) of the Order are not applicable to the company and hence not commented upon;

ix) Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys during the year by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the company and hence not commented upon;

x) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year;

xi) Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has not been provided. Accordingly, the provisions of clause 3 (xi) of the Order are not applicable to the company;

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standard.

xiv)Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provision of clause 3 (xv) of the Order are not applicable to the company and hence not commented upon.

xvi)In our opinion, the company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Emergent Global Edu and Services Limited (''âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on t hat date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on. the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Entemaj. Financial Controls over Financial Reporting issued by the institute of Chartered Accountants of India (â1CAF). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation, of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 1.43(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal, financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

(1) pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary'' to permit: preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial, reporting to future periods are subject to the risk that the internal financial control over financial, reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal, financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajendra K. Goel & Co.

Chartered Accountants

FRN-0O1457N

R. K. Goei

(Partner)

M. No.:- 006154

Place: New Delhi

Date: 30^th May 2018

Mar 31, 2016

Independent Auditorsâ Report on Standalone Financial Statements To The Members of Emergent Global Edu and Services Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Emergent Global Edu and Services Limited (âthe companyâ), which comprises the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone 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 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.

Auditorâs Responsibility

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

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 auditorâs 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 Companyâs preparation of the financial statements that give 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 Companyâs 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^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 (Auditorâs Report) Order, 2016 (âthe orderâ), issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act, we give in the Annexure - âAâ statement on the matters specified in paragraph 3 & 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 standalone 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 written representations received from the directors as on 31^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.

g) With respect to the other matters to be included in the Auditorâs 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, we report that:

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 derivatives 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.

Referred to in paragraph (1) under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31, 2016:

ii) The company does not hold any inventory; accordingly the provisions of the clause (ii) of the paragraph of the order, related to inventory, are not applicable.

iii) The Company has granted unsecured loan to a company covered in the Register maintained under Section 189 of the Companies Act, 2013. Outstanding balance of which as on 31^st March, 2016 was Rs. 12.99 Crores (Maximum amount outstanding during the year was Rs. 12.99 Crores).

a) The terms and conditions of the granting of loan are not prejudicial to the companyâs interest;

c) Interest Rs. 79,19,366 is overdue for more than ninety days as per the information and explanation given to us reasonable steps are being taken by the company for its recovery.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

vi) The company is having Consultancy Business. Therefore, the provisions referred to in sub-section (1) of the section 148 of the Companies Act, 2013, does not apply;

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31^st March 2016 for a period of more than six months from the date on when they become payable.

viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution;

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Emergent Global Edu and Services Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajendra K. Goel & Co.

Chartered Accountants

FRN-001457N

R. K. Goel (Partner)

M. No.:- 006154

Place: New Delhi

Date: 30.05.2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of Emergent Global Edu and Services Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 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 Responsibilities for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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 Responsibilities

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 thereunder.

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 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 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 the paragraph 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 standalone 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

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

ANNEXURE - "A" TO THE AUDITOR'S REPORT

Referred to in paragraph (1) of our report to the members of M/s Emergent Global Edu and Services Limited (Formerly Emergent Energy And Services Limited) on the account for the year ended 31st March, 2015

(i) Since the company does not own any fixed assets, the clause (i) of the paragraph 3 of the order related to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company does not hold any inventory; accordingly the provisions of the clause ii (a), ii (b) & ii (c) of the paragraph of the order, related to inventory, are not applicable.

(iii) The Company has granted unsecured loan to a Company covered in the register maintained under section 189 of the Companies Act. Outstanding balance of which as on 31st March, 2015 was Rs. 12.93 Crores (Maximum amount outstanding during the year was Rs. 12.93 Crores)

(a) The receipts of principal amount and interest are regular.

(b) In our opinion and according to information and explanations given to us reasonable steps have been taken by the company for recovery of the principal and interest in cases where overdue amount exceeds Rs. One lakh

(iv) 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 procurement of services and for rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposit within the meaning of the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Therefore the provisions of clause (v) of the paragraph 3 & 4 of the order are not applicable;

(vi) The company is having Consultancy Business therefore the provisions referred to in sub section (1) of the section 148 of the Companies Act, does not applies.

(vii) (a) According to information and the explanation given to us and the records of the company

examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2015, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2015.

(viii) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(ix) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(x) 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.

(xi) In our opinion, the term loans have been applied for the purpose for which they were obtained;

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

For Rajendra K. Goel & Co. Chartered Accountants Firm Registration Number - 001457N

R. K. Goel Partner (M. No. 6154)

Place: New Delhi Date: 28th May, 2015

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Emergent Global EDU AND SERVICES LIMITED (Formerly Emergent Energy And Services Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and cash Flow Statement for the year then ended, and a summary of significant accounting explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with the Standards 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 judgement, 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.

Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, We give in th 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 subsection (3c) of section 211 of the Companies Act, 1956;

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

Annexure to The Auditor''s Report

Reffered to in Paragraph (1) of our report to the members of M/s Emergent Global Edu and Services Limited (Formerly Emergent Energy And Services Limited)on the account for the year ended 31st March, 2014

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) & ii(c) related to inventory, are not applicable.

(iii) (a) The company has granted unsecured loan to a company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370 (1B) of the Companies Act 1956. Outstanding balance of which as on 31.03.2014 was 12.00 Crores. (Maximum amount outstanding during the year was Rs. 12.84 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not pima-facie prejudicial to the interest of the Company.

(C) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans taken by the company are being recovered as stipulated.

(d) in our opinion and according to information and explanations given to us reasonable steps have been taken by the company for recovery of the principal and interest in cases where overdue amount exceeds Rs. 1 lac.

(e) The Company has not taken any loans, Secured or unsecured to Companies, firm or other parties under section 301 of the companies Act 1956 or to 370(1B) of the Companies Act, 1956.

In view of the above Provision of Para (iii) (f) and (g) of the order are not applicable.

(iv) 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 procurement of services and for rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given by the management, we report that the company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of the Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from public and as such provisions of Section 58A and 58AA of the Companies Act, 1956. Therefore the provision of clause (vi) of the paragraph 4 of the order is not applicable.

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) We have broadly reviewed the accounts and records maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1)(d) 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 records with the view to determining whether they are accurate and complete

(ix)(a) According to information and the explanation given to us and the records of the company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees State Insurance, Income-Tax, Custom Duty, Excise Duty Cess and any other authorities. There are no undisputed statutory dues which have remained outstanding as on 31st 2014, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2014.

(X) The company has no accumulated losses and it has not incurred cash losses in the financial year Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to 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.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xii) of Companies (Auditors'' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

(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.

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debenture during the year and accordingly, the provisions of clause (xix) of paragraph 4 of the order are not applicable to the Company.

(xx) During the year under audit, the Company has not raised money by public issue and accordingly, the provisions of clause (xx) of the paragraph 4 of the order not applicable to the Company

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For RAJENDRA K. GOEL & CO. CHARTERED ACCOUNTANTS. FRN No-001457N

R. K. GOEL PARTNER (M. No. 6154)

PLACE: NEW DELHI DATED: 14th May, 2014.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. EMERGENT GLOBAL AND EDU SERVICES LIMITED(Formerly EMERGENT ENERGY AND SERVICES LIMITED) ("the Company"), which comprise the Balance Sheet as ar-March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("die Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of die 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 die 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 die circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe diat 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 die Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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 subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in our report to the members of M/s Emergent Global Edu and Services Limited, for the year ended 3 la March, 2013. We report that:

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) &ii(c) related to inventory, are not applicable.

(iii) (a) The Company has granted unsecured loan to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956. Outstanding balance of which as on 31.03.2013 was 12.04 Crores. (Maximum amount outstanding during die year was Rs. 12.75 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan given to die person listed in me register maintained under Section 301 of die Companies Act, 1956 are not prima-facie prejudicial to die interest of the Company.

(c) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans given to the company are being paid as stipulated.

(d) There are no overdue amounts of more man Rs.l lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from Companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iiiXe) to 4(iii)(g) of the order are not applicable.

(iv) In our opinion and according to die information and explanations given to us, diere are adequate internal control procedures commensurate widi the size of the Company and the nature of its business with regard to procurement of services and fixed assets and for rendering of services.

(v) (a) According to the information and explanations given by the management, we report diat me company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of die Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not invited any deposits from public and as such provisions of Section 58A and 58 AA of die Companies Act, 1956 are not applicable,

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) Maintenance of the cost record has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

(ix) (a) According to information and the explanation given to us and the records of die company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees'' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2013, for a period of more than six mondis from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2013.

(x) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(xi) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to 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.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of Companies (Auditors'' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

(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.

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was taken.

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) According to the information and explanations given to us and the records examined by us no debentures have been issued during the year.

(xx) The company has not raised public issue during the year.

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit

For RAJENDRA K. GOEL & CO.

CHARTERED ACCOUNTANTS.

FRNNo-001457N

PARTNER (M. No. 6134)

PLACE: NHW DELHI

DATED: 27.05.2013

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. EMERGENT ENERGY AND SERVICES LIMITED (Formerly Shree Om Trades Limited) as at 31st March 2012 and the Profit & Loss Statement for the year ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on 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.

1. As required by the Companies (Auditor's Report) Order 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the bases of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order

2. Further to our comments in annexure referred to in paragraph (1) above, we report that: -

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

b) In our opinion, the company has kept proper books of accounts as required by the law so far as appears from examination of such books.

c) The Balance Sheet and Profit & Loss Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Profit & Loss Statement and Cash Flow Statement are prepared in accordance with Accounting Standard referred to in subsection (3c) of section 211 of the Companies Act, 1956

e) On the basis of the written representation received from the Directors and taken on record by the board of Directors, we report that none of the said Directors is disqualified as on 31st March 2012 from being appointed as 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 Balance Sheet, Profit & Loss Statement and Cash Flow Statement and the other notes on accounts as per note no- 15 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:-

I. In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

II. In the case of Profit & Loss Statement, of the profit of the Company for the year ended on that date.

III. In the case of the Cash Flow Statement, of the Cash Flows of the Company for the period ended on that date.

Referred to in paragraph (1) of our report to the members of M/s Emergent Energy and Services Limited. On the account for the year ended 31st March, 2012

(i) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii) The company is earning consultancy income hence paragraph 4ii(a),ii(b) &ii(c) related to inventory, are not applicable.

(iii) (a) The Company has granted unsecured loan to a Company covered in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956. Outstanding balance of which as on 31.03.2012 was 12.00 Crores. (Maximum amount outstanding during the year was Rs. 12.00 Crores)

(b) In our opinion and according to the information and explanations given to us the terms and conditions of loan taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the Company.

(c) The principal amount and interest wherever applicable thereon in respect of loan and/or advances in the nature of loans taken by the company are being recovered as stipulated.

(d) The Company has not taken any loans, secured or unsecured to Companies, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or to 370(1B) of the Companies Act, 1956.

(iv) 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 procurement of services and fixed assets and for rendering of services.

(v) (a) According to the information and explanations given by the management, we report that the company has not entered into such transaction during the year which needs to be entered into the register maintained under section 301 of the Companies Act 1956.

(b) The Company has not entered into transaction relating to services in excess of Rs. 5,00,000/- in value for each firm/to firms in which some of the Directors are interested as listed in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not invited any deposits from public and as such provisions of Section 58A and 58AA of the Companies Act, 1956 are not applicable,

(vii) The Company has an internal audit system which commensurate with size and nature of its business.

(viii) Maintenance of the cost record has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

(ix) (a) According to information and the explanation given to us and the records of the company examined by us, in our opinion undisputed statutory dues including Provident Fund and Employees' State Insurance, Income-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, if applicable, have been regularly deposited by the company, with the appropriate authorities. There are no undisputed statutory dues which have remained outstanding as on 31st March 2012, for a period of more than six months from the date they became payable.

(b) According to the records of the company and the information and explanation given to us, no disputed amounts in respect of Income tax, sales tax, wealth tax, custom duty and excise duty were outstanding as at 31st March 2012.

(x) The company has no accumulated losses and it has not incurred cash losses in the financial year ended on that date.

(xi) Based on our examination of documents and records and according to the information and explanations given to us the company has not defaulted in repayment of dues of financial institutions and banks.

(xii) Based on our examination of documents and records and according to 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.

(xiii) The company is not a chit fund or nidhi/mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of Companies (Auditors' report) Order, 2004 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures or other investments and hence the requirements of paragraph 4(xiv) are not applicable to the company

(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.

(xvi) The company has not obtained loan during the year and applied the same for the purpose it was taken. ,

(xvii) As per the information and explanations provided to us no short-term funds raised and used for long-term purposes and vice-versa.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) According to the information and explanations given to us and the records examined by us no debentures have been issued during the year.

(xx) The company has not raised public issue during the year.

(xxi) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For RAJENDRA K. GOEL & CO.

CHARTERED ACCOUNTANTS.

FRN No-001457N

R K GOEL

PARTNER

(M. No. 6154)

PLACE: NEW DELHI

DATED: 22.05.2012

Mar 31, 2010

1. 1 have audited the attached Balance Sheet Shree Ora Trades Limited, as at 31st March 2010 and the Profit & Loss Account for the period ended on that date annexed thereto and the Cash Plow Statement for the period ended on that date. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I have conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.

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

4. Further to my comments in Para. 3 above, I report that:

a) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion proper books of accounts as required by law have been kept by the company so for as appears from my examination of such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In my opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statements dealt with by this report comply with the 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 2010 and taken on record by the Board of Directors, I report that none of the Directors is

disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (i) of Sub- Section (I) of section 274 of the Act. -

f) In mv opinion and to the best of my information and according to the explanations given to me. the said accounts read together with the significant accountings policies Ar 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 generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31s1 March 2010, ii) In the ease of the Profit and Loss, of the Profit of the company for the period ended on that date.

iii) In the case of the cash flow statement, of the CashFlows of the company for the period ended on that date.

ANNKXIRE TO THE AUDITORS REPORT

Referred to in paragraph 3 of mv report of even date on the accounts for the period ended 31s March 2010 of Shree Om Trades Limited.

(i)(a)(b) Since the company does not own any fixed assets, the clause relating to maintenance of proper records, physical verification and valuation of fixed assets are not applicable.

(ii)(a)(b)(c) Since the company does not have any inventory, the clauses relating to maintenance of proper records of inventory and physical verification of inventory are not applicable.

(iii)(a)(b)(c) The Company has not granted or taken any loan to/ from companies, firms (d)(e)(fi) (g) or other parties covered in the Register maintained u/s 301 of the Companies Act 1956. Hence, the clause (iii)(a)(b)(c)(d)(e)(f)&(g) are not applicable.

(iv) The Company has not purchased any fixed assets, inventory or sold any goods or services.

(v) (a) In my opinion and according to the information and explanation given to me, there is no transaction that needs to be entered in the register in pursuance of Section 301 of the Companies Act, 1956.

(b) During the year, the company had no transaction for purchase, sales of goods, etc., with parties listed in the register maintained u/s 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposit during the year from the public within the meaning of the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act 1956 and Rules made there under.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) According to the information & explanations given to me, the central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act 1956.

(ix) (a) (b) The Company has no dues in respect of Income Tax. It has no undisputed or disputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess tax. etc. Since the company has no employees, Hf^^^ statutory dues pertaining to P.F. and ESIC do not arise.

The company has no accumulated losses and has not incurred cash loss in the current financial year and in the immediately preceding financial year.

Based on the examination of the records & information & explanations given to me, the company has not taken any loan from Bank, Financial Institution, or Debenture holders.

(xii) Based on the examination of the records & information & explanations given to me, the company has not granted any loan or advances on the basis of security by way of pledge of shares, debentures & other securities.

(xiii) Clause xiii of the order is not applicable to the company, as the company is not a Chit Fund company or Nidhi, Mutual benefit Funds/society.

(xiv) The company does not deal or trade in shares.

(xv) According to the information & explanations given to me, the company has not given any guarantee for loans taken by others from Banks and Financial Institutions.

(xvi) According to the information & explanations given to me, the company has not taken any term loan during the year.

(xvii) On the basis of any examination of the cash flow statement, the funds raised on short term basis have not been used for the long term investment.

(xviii) The company has not issued any shares under preferential allotment to the company covered u/s 301 of the Companies Act,1956.

(xix) lire company has not issued debenture during the years.

(xx) The company has not raised any money by way of public issues during the year.

(xxi) On the basis of any examination and according to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year.

For, K. N. & GANDHI & CO. Chartered Accountants

K. N. GANDFII

Proprietor

Membership No. F-8261

Place: Mumbai

Dated: 20 APR 2010

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