Auditor Report of Eraaya Lifespaces Ltd.

Mar 31, 2024

TO THE MEMBERS OF ERAAYA LIFESPACES LIMITED

(FORMERLY KNOWN AS JUSTRIDE ENTERPRISES LIMITED)

Report on the Audit of the financial statements Opinion

We have audited the accompanying financial statements of ERAAYA LIFESPACES LIMITED (Formerly known as Justride

Enterprises Limited) ("the Company"), which comprise the Balance Sheet as at March 31^st, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and Notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

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

Basis for Opinion

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

Emphasis of Matter

We have determined that there are no key audit matters to communicate in our report.

Other Information

The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report, Business Responsibility Report but does not include the financial statements and our auditor''s report thereon.

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management 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 Responsibility for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. Further to our comments in the Annexure A, as required by Section 143(3) of the Act, based on our audit we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the companies (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company does not have any material pending litigations which effects on its financial position in its financial statements.

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 during the year ended on March 31,2024.

iv. (a) The management has represented to us that, to the best of management''s knowledge and

belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(c) According to the information and explanations given to us and based on our examination of the records of the company, nothing has come to our notice that has caused us to believe that the representations made above contain any material mis-statement.

v. No dividend declared by the company declared or paid by the Company during the year.

vi. Based on our examination, Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility with effect from 30th March 2024 and the same has been operated from the period 30th March 2024 to 31st March 2024 only and the audit trail feature has not been tampered with and the audit trail has been preserved by the company for said period as per the statutory requirements for record retention.

3. With respect to the matter to be included in the Auditors'' Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 read with Schedule V to the Act. The remuneration paid is in line with the guidelines and limits set forth under Schedule V, however it is observed that requisite special resolution for approval, as mandated by the Companies Act, 2013, has not yet been passed by the shareholders

For KSMC & Associates Chartered Accountants Firm Registration No. 003565N

CA SACHIN SINGHAL Partner

Date: 11/04/2024 Membership No. 505732

Place: New Delhi UDIN: 24505732BKEGJG8633

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Mar 31, 2014

We have audited the accompanying financial statements of JUSTRIDE ENTERPRISES LIMITED FORMERLY KNOUN AS TOBU ENTERPRISES LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Acf'Xwhich continue to be applicable in respect of section 133 of companies Act,2013 in term of general circular 15/2013 dated September 13,2013 of the Ministry of corporate Affairs). 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.

Auditors'Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Wc conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require ihat 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 audjt involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevani to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

1. As required by the companies (Auditors Report) Order. 2003 issued by the central government of India in terms of sub-section (4A) of section 227 of the companies act 1956, we give in the Annexure, statement of the matters specified in paragraph 4 of the said 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, anu Cash Flow Statement comply with the Accounting Standards referred to in Subsection (3C) of section 211 of the Companies Act, 1956; ("the Act") (which continue to be applicable in respect of section 133 of companies Act, 2013 in term of general circular 15/2013 dated September 13,2013 of the Ministry of corporate Affairs),

c) 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 iri terms of clause (g) of sub-section 11 j of section 274 of the Act.

1. In respect of its fixed assets :

a) As explanation given to us there are certain legal disputes with regard fixed assets of the company, so the company is not maintaining any record showing any particulars including quantitative details and situation of fixed assts.

b) Not Applicable since those disputed assets are not in company's possession.

c) Not applicable.

2. In respect of its inventories :

a) As company is non operating therefore provisions of clause 4(ii)(a)/ (b)/(c) of the order relating to inventory verification are not applicable to the company.

3. In respect of loans , secured or unsecured , granted or taken by the company to/from companies , firms or other parties covered in the register maintained under section 301 of the companies act, 1956

a) The company has not taken fresn unsecured loan during the year. As explained to us none of party is covered u/s 301 of companies act. There Is no parties' u/s 301 whose loan accounts have been squared up during the year.

b) In our opinion and according to the information and explanations given to us the aforesaid loans and advances are free of interest and other terms and condition are not prima facie prejudicial to the interest of the company.

c) As explained to us, there are no fixed due date of repayments of these loans and repayment were as and when mutually agreed to between the parties.

d) There is no overdue amount above Rs. 1 lakh in respect of above loans and advances.

4. In our opinion and according to the information and explanations given to us, there are adequate Internal control procedures commensurate with the size of the company and the nature of its business for the purpose of inventory and fixed asset and for sale of goods. Further during course of our audit, we have neither come across nor have we being Informed of any major weakness in the Internal controls.

5. In respect of transactions covered under section 301 of the companies act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into In the register maintained under section 301 of the companies act, 1956 have been so entered.

b) In our opinion and according to the Information and explanations given to us, there is no transaction in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the company's act, 1956 aggregating during the year to Rs. Nil or more In respect of any party.

6. The company has not accepted any deposits from the public during the year.

7. The company does not have any internal audit system commensurate with its size and nature of Its business.

8. The maintenance of cost records have not been prescribed by the Central Government under section 209 (1) (d) of the companies act, 1956.

9. In respect of statutory dues ;

a] According to the information and explanations given to us and the basis of our examination of the bocks of account, the Company has been generally not regular in depositing undisputed statutory dues as applicable with appropriate authorities. According to information & explanation given to us, there are statutory liabilities outstanding for more than six months as at dose of the year from the date of becoming payable amounting to Rs 64410.

b) .As per information and explanation provided to us, tne Company is not disputing any statutory liabilities.

10. The accumulated losses exceed 100% of Its net worth. The company has incurred cash losses during the year amounting to 15.36 lacs and 11.24 lacs during preceding financial year.

11. Based on our audit procedures and the information and explanations given by the management, the company has defaulted in repayment of dues to some inter corporate loans. The Interest has also not been provided on this loan.

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

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies

14. As the company not deal or trade of shares, debentures and other securities so the requirement of clause (XIV) of the order is not applicable to the company.

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

16. To the best of our knowledge & belief and according to the information and explanations give to us, term loan availed by the company were prima facie applied by company during the year for the purpose for which they were obtained.

17. According to the Information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we report that no funds raised on short-term basis have been used for long term investment and not long-term funds have been used to finance short-term assets.

18. The company has not made any preferential allotment of shares to the parties or companies covered in its register maintained under section 301 of the companies act, 1956.

19. The company has not Issued debentures during the year so requirement of clause (XIV) of the order is not applicable to the company.

20. The company has not raised nay money through a public issue during the year.

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

For BNPSY & ASSOCIATES chartered ACCOUNTANTS FRN: 507853C

(S- K- SHARM A) Partner Membership No. 086387

PLACE: New Delhi DATE: 22-05-2014

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Mar 31, 2013

We have audited the accompanying financial statements of TOBU ENTERPRISES LIMITED, which comprise the Balance Sheet as at March 31. 2013. and the Statement of Profit and Loss and for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and far 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 far view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. if conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered 1 Accountants of India. Those Standards require that we comply with ethical requirements and plan an J perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

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

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

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 31, 2013;

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

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

d) In our opinion, the Balance Sheet, and Statement of Profit and Loss, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written reptesentat.ons director as March 31, 2013 and taken on record b, the Board of Directors, none of the director being appointed as a director in forms of clause (g) of sub-section (1) of section 274 of the companies Act,1956.

f) Since the Central Government has no, issued ,any notification as to the rate a, which the cess is to company. under section 44IA of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such is to be paid no cess is due and payable by the company.

1. In respect of its fixed assets :

a) As explanation given to us there are certain legal disputes with regard fixed assets of the company so the company so the company is not maintain any record showing any particulars including quantitative details and situation of fixed assets company does not have any with the company, so the company is not maintaining any record showing any particulars

c) Not applicable disputed assets are not on company''s possession.

2. In respect of its inventories

3) As company is non operative therefore provisions of the order relating to inventory verification are not applicable to the company.

3. In respect of loans , secured or unsecured , granted or taken by the company o/from companies in the register maintained under section 301 of the companies act,1956

a) The company has taken fresh unsecured loan aggregating to Rs. 2855208.00 during explained to us none of party is covered u/s 301 of companies act. loans/advances are free of interest .As explained to us, the other terms and conditions are not prima facie prejudicial to the interest of the company.

c) As explained to us, there is no fixed due date of repayment of these loans and the repayments were made as and when mutually agreed between the parties.

d) As esplanade to us there were were no overdue amounts above Rs. 1 lakh in respect of procedures with the of the company

5. In respect of transactions covered under section 301 of the companies act, 1956.

a) In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements, that needed to be entered into In the register maintained under section 301 of the companies act 1956 have been so entered.

b) In our opinion and according to the Information and explanations given to us, tiered is no transaction in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the company''s act, 1956 aggregating during the year to Rs. Nil or more in respect of any party.

6. The company has not accepted any deposits from the public.

7. The company does not have any internal audit system commensurate with its size and nature or its business.

8. The maintenance of cost records have not been prescribed by the Central Government under section 209 (1) (d) of the companies act, 1956.

9. In respect of statutory dues ;

a) According to the information and explanations given to us and the basis of our examination of the books of account, the Company has been generally not regular in depositing undisputed statutory dues as applicable with appropriate authorities. According to information & explanation given there are statutory liabilities outstanding for more than six months as at close the-year from the date of becoming payable amounting to Rs. 188026/-

b) As per information and explanation to us the company is not disputing any statutory liabilities.

10. The accumulated losses exceed 100% if its net worth the company has incurred cash losses during the year amounting to 11.13 lacs and 4.22 lacs during preceding financial year.

11. Based on our audit procedures and the information and explanations given by the managing the company has defaulted in repayment of due to premier finance & trading co. Ltd The amount is due for payment since financial year 2000-01 Balance outstaying as on 31.03.2013 is Rs,17500000/-.

12. According to the information and explanations given to us and based on the documents and records produced to us the company has granted loans and advances on the basis of security by way pledge of shares debentures and other securities.

13. In our onion and according to the information and explanations given to us the nature of activities of the company does not attract any special statute applications to chit fund and nidhi mutual benefit fund/societies.

14. As the company not deal or trade of share debentures and other securities so the requirement of clues )XIV) of the order is not applicable to the company.

15. Accounting to the information and explanations given to us the company has not given any guarantee for loans taken by subsidiaries or third parties from bank and financial institutions.

16. To the best our knowledge & belief and according to the information and explanations give to us term long available by the company were prime facie applied by company during the year for the purpose for which they were obtained.

17. According to the information and explanations given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long term investment and not long-term funds have been used to finance short-term assets.

18. The company has not made any preferential allotment of share to the parties or companies covered in its register maintained under section 301 of the coalmines'' act,1956.

19. The company has not issued debentures during the year so requirement of clause (XIV) of the order is not applicable to the company.

20. The company has not raised nay money through a public issue during the year.

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



PLACE: New Delhi

DATE: 29-05-2013 for BNPSY & ASSOCIATES

Chartered Accountants

FRN:507853C

(S.K.SHARMA)

Partner

M.N0.08IS387

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Mar 31, 2012

We have audited the attached Balance Sheet of TOBU ENTERPRISES LIMITED as at 31st March 2012 and the attached Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our Audit.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining' on test basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by Management' as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by The Companies (Auditors' Report) Order' 2003 as amended by the Companies (Auditors Report) (Amendment) Order' 2004 (together the 'order') issued by the sector IV.

The Companies Act 1956 of India (the 'Act) and on the basis of such checks of the books & records of the Company as we considered appropriate and according to the information & explanations given to us' we enclosed in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in Paragraph 2 above' we report that:-

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

ii. In our opinion' proper books of account as required by law have been kept by the Company' so far as it appears from our examination of the books.

iii. The attached Balance Sheet' Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion' the Balance Sheet' Profit & Loss Account & Cash Flow Statement comply with the Accounting Standards referred to in Sub Sec 3C of Section 211 nf the Companies Act' 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us' the said accounts read with the significant accounting policies and other notes thereon' give the information required by the Companies Act' 1956 in the manner so required and presents a true and fair view in conformity with the accounting principles generally accepted in India:-

a). in the case of Balance Sheet of the state of affairs of the Company as at 31s! ffla?$h' 2012 and'

b). in the case of the Profit & Loss Account' of the Profit/Loss of the Company for the year ended on that date.

c). in the case of Cash Flow Statement' of the Cash Flows for the year ended on that date.

4(i)(a). As explained to us' since there are certain legal disputes with regard to the fixed assets of the company' so the Company is not maintaining any record showing any particulars including quantitative details and situation of Fixed Assets.

4(i)(b). Not Applicable' since those disputed fixed assets are not in Company's possession.

4(i)(c). Not Applicable

4(ii). As the company is not operating' therefore the provisions of clause 4(ii)(a)/(b)/(c) of the order relating to Inventory verification are not applicable to the Company.

4(iii)(a)(i). During the year under review' the Company has taken fresh loans and the aggregate amount of these loans as on 31st March' 2012 was Rs.2'22'59'824/-. As explained to us' none of the said party is covered under the provisions of Section 301.

4(iii)(a)(ii). There are no Parties u/s 301 whose loan accounts have been squared up during the year.

4(iii)(b). The aforesaid loans/advances are free of interest. As explained to us' the other terms and conditions of these loans are not prima facie prejudicial to the interests of the company.

4(iii)(c). As explained to us' there are no fixed due dates of repayment of these loans and the repayments were made as and when mutually agreed to between the parties.

4(iii){d). As explained to us' there were no overdue amounts above Rs.1 lakh in respect of above loans & advances.

4(iv). In our opinion and according to information and explanations given to us' there are

adequate internal control procedures commensurate with size of the company and nature of its business for the purpose of inventory and fixed assets and for the sale of goods. Further during the course of our Audit' we have neither come across nor have we been informed of any major weakness in the internal controls.

4(v)(a).As per record provided to us' the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

4(v)(b).According to information and explanations given to us' the Company has not entered into any transactions exceeding Rs.5'00'000/- with parties in pursuance of Contracts U/s 301.

4(vi). The Company has not accepted any deposits from public during the year.

4(vii). in our opinion and as per information and explanation provided to us the Company does not have an internal audit system commensurate with its size and nature of its business. to information and explanation given to us and on the basis of our examination of the books of account' the Company has been generally not regular in depositina undisputed statutory dues as applicable with appropriate authorities. According to information & explanation given to us' there are statutory liabilities outstanding for more than six months as at close of the year from the date of becoming payable amounting to Rs. 10'30'286/-. has incurred cash losses during the financial year amounting to Rs.4 22 lacs and Rs 1 63 fars during the immediately preceding financial year.

4(xi). As per information and explanation provided to us' the company has defaulted in and Trading Co' Ltd' The amount due for paJLnt shce year 2000-01 The interest due and in default is Rs.7'86'37'967/-. The figure of principal 'n defaul fo repayment has not been provided to us. P P Ult Tor

4(xvii). Not applicable' since the company has not raised any funds during the year.

4(xviii).The Company has not made any preferential allotment of shar

4(xix). Not applicable' since the Company has not issued any Debentures.

4(xxi). According to information and explanation provided to us and as per best of our knowledge & belief' no fraud on or by the Company has been noticed or reported during the year.

By order of the Board of Directors

For TOBU ENTERPRISES Limited

Ajay Mathur

Chairman

DIN: 01609016

Date: September 01' 2012

Place: New Delhi

---

Mar 31, 2011

We have audited the attached Balance Sheet of Tobu Enterprises Limited, as at 31st March 2011 and the attached Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our Audit.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by The Companies (Auditors' Report) Order, 2003 issued by the Central Govt, of India in terms of Sec. 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in Paragraph 2 above, we report that:-

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

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

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

iv. In our opinion, the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

v. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that in our opinion, none of the said Directors are disqualified as on 31st March 2011 from being appointed as Directors in terms of Clause (g) of Sub-sec. (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and other notes thereon, give the information required-by the Companies Act, 1956, in the manner so required and presents a true and fair view in conformity with the accounting principles generally accepted in India:-

a). in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011 and,

b). in the case of the Profit & Loss Account, of the Profit/Loss of the Company for the year ended on that date.

4(i)(a). The Company is not maintaining proper record showing full particulars including quantitative details and situation of Fixed Assets.

4(i)(b). As explained to us, the fixed assets have been physically verified by the management at regular intervals and the discrepancies noticed on such verification were not material. However, no record of such physical verification has been produced before us.

4(i)(c). The Company had sold during the year 2004-05 a substantial part of its Fixed Assets. In our opinion, the same had affected the going concern status of the company. We draw attention to Note "14" in the financial statements. The company has so far not made any plans to replace the fixed assets that have been sold. These factors, along with other matters as set forth in Note "14" raise substantial doubt about the company's ability to continue as a going concern in the foreseeable future.

4(ii)(a). Not Applicable, since there is no Inventory.

4(ii)(b). Not Applicable, since there is no Inventory.

4(ii)(c). Not Applicable, since there is no Inventory.

4(iii)(a)(i). The Company has taken fresh loans during the year from firms or other parties in the register maintained U/s 301 of the Act. There are 6 such parties and the total of maximum balance outstanding during the year was Rs.2,13,10,797/-.

4(iii)(a)(ii). There are no Parties u/s 301 whose loan accounts have been squared up during the year.

4(iii)(b). The aforesaid loans/advances are free of interest. As explained to us, the other terms and conditions of these loans are not prima facie prejudicial to the interests of the company.

4(iii)(c). As explained to us, there are no fixed due dates of repayment of these loans and the repayments were made as and when mutually agreed to between the parties.

4(iii)(d). As explained to us, there were no overdue amounts above Rs.l lakh in respect of above loans & advances.

4(iv). In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate, with size of the company and nature of its business for the purpose of inventory and fixed assets and for the sale of goods. Further during the ; course of our Audit, we have neither come across nor have we been informed of any major weakness in the internal controls.

4(v)(a). As per record provided to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

4(v)(b). According to information and explanations given to us, the Company has not j entered into any transactions exceeding Rs.5,00,000/- with parties in pursuance of Contracts U/s 301.

4(vi). The Company has not accepted any deposits from public during the year.

4(vii). In our opinion and as per information and explanation provided to us, the Company does not have an internal audit system commensurate with its size and nature of its business.

4(viii). To the best of our knowledge and according to information and explanation given to us, the Central Government has not prescribed maintenance of cost records U/s 209(1) (d) of the Companies Act, for any products of the Company.

4(ix)(a). According to information and explanation given to us and on the basis of our examination of the books of account, the Company has been generally not regular in depositing undisputed statutory dues as applicable with appropriate authorities. According to information & explanation given to us, there are statutory liabilities outstanding for more than six months as at close of the year from the date of becoming payable amounting to Rs.8,80,483/-.

4(ix)(b). As per information and explanation provided to us, the Company is not disputing any statutory liabilities.

4(x). The Company's accumulated losses exceed 100% of its net worth. The company has incurred cash losses during the financial year amounting to Rs. 1.63 lacs and Rs.2.75 lacs during the immediately preceding financial year.

4(xi). As per information and explanation provided to us, the company has defaulted in repayment to Premier Finance and Trading Co. Ltd. The amount is due for payment since F/Year 2000-01. The interest due and in default is Rs.4,00,42,005/-. The figure of principal in default for repayment has not been provided to us.

4(xii). Not applicable, since the Company has not granted any loans and advances on the basis of Security.

4(xiii). Not applicable, since the Company is not a Chit Fund, Nidhi, Mutual benefit or a Society.

4(xiv). Not applicable, since the Company is not trading in Shares, Securities, Debentures and Other Investments.

4(xv). As per information and explanation provided to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, the terms and conditions whereof are prejudicial to the interests of the company.

4(xvi). In our opinion on basis of our test check and as per information and explanation provided to us, the term loans were applied for the purpose for which the loans were obtained.

4(xvii). Not applicable, since the company has not raised any funds during the year.

4(xviii). The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained U/s 301 of the Act, during the year.

4(xix). Not applicable, since the Company has not issued any Debentures.

4(xx). The Company has not raised any funds by way of Public Issues.

4(xxi). According to information and explanation provided to us and as per best of our knowledge & belief, no fraud on or by the Company has been noticed or reported during the year.

PLACE:- NEW DELHI FOR PADAM BAHL & CO.,

DATE :- 29/8/11 CHARTERED ACCOUNTANTS,

(P.N.BAHL)

---

Mar 31, 2010

We have audited the attached Balance Sheet of Tobu Enterprises Limited, as at 31st March 2010 and the attached Profit & Loss Account for the year ended on that date annexed thereto. These j 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.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by The Companies (Auditors' Report) Order, 2003 issued by the Central Govt. of India in terms of Sec. 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in Paragraph 2 above, we report that:-

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

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

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

iv. m our opinion, the Balance Sheet and Profit & Loss Account couple- with the Accounting Standards referred to in Section 211 (C) of the Companies Act, 1956.

v. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that in our opinion, none of the said Directors are disqualified as on 31st March 2010 from being appointed as Directors ; in terms of Clause (g) of Sub-sec. (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations ! given to us, the said accounts read with the significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and presents a true and fair view in conformity with the accounting principles generally accepted in India:-

a). in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010 and,

b). in the case of the Profit & Loss Account, of the Profit/Loss of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF TE AUDITORS REPORT TO THE MEMBES OF TOBU ENTERPRISES ON THE ACCOUNTS FOR THE YEARS ENDED 31s MARCH 2010

4(i)(a). The company is not maintaining proper record showing full particulars including quantitative details and situation of fixed Assets.

4(i)(b) As explained to us the fixed assets have been physically verified by the management at regular intervals and the discrepancies noticed on such verification were not material. However no record of such physical defecation has been produced before us.

4(i)(c) The company had sold during the year 2004-05 a substantial part of its Fixed Assets. In our opinion, the same had affected the going Concern status of the company. we draw ayyention no Note "14" in the financial statements. The company has so far made any plans to replace the fixed assets that have been sold. These factors, along with other matters as set forth in Note "14" raise substantial doubt the company ability as a going concern in the foreseeable future.

4(ii)(a) Not Applicable Since There is no inventory

4(ii)(b) Not Applicable Since there is no inventory

4(ii)(c) Not Applicable, since there is no Inventory

4(iii)(a)(i) The company has not taken any fresh loans during the year from firms or other parties in the register maintained U/s 301 of the Act. There was i such party and the total of maximum balance outstanding balance during the year was Rs.29,32,997/-

4(ii)(a)(ii) There are no parties u/s 3014 whose loan accounts have been squared up during the year.

4(iii)(b) The aforesaid loans/advances are free interest. As explained to us, the other terms and conditions of these loans are not facie prejudicial to the interests of the company.

4(iii)(c) As explained to us, there are no fixed due dates of repayments of these loans and the repayments were made as and when mutually agreed to between the parties.

4(iii)(d) As explained to us, there were no overdue amounts above Rs.1lakh in respect of above loans & advances.

4(iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and nature of its business for the purpose of inventory and fixed assets and for the of goods. Further durian g the course of our audit we have neither come across nor have we been informed of any major weakness in the internal controls.

4(v)(a) As per record provided to us, the transaction that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

4(v)(b) According to information and explanation given to us, the company has not entered into any transaction exceeding Rs.5,00,000/- with parties in pursuance of contracts U/S 301.

4(vi) The company has not accepted any deposits from public during the year.

4(vii) In our opinion and as per information and explanations provided to us the company does not have an internal audit system commensurate with its size and nature of its business.

4(viii) To the best of our knowledge and according to information and explanations given to us, the central Government has not prescribed maintenance of cost records U/s 209(I) (d) of the companies Act, for any products of the company.

4(ix)(a) According to information and explanations given to us and on the basis of our examination of the books of account the company has been generally nor regular in depositing undisputed statutory dues as applicable with appropriate authorities. According to information & explanations given to us, there are statutory liabilities outstanding for more than six months as at close of the year from the date of becoming payable amounting to Rs.8,80,483/-

4(ix)(b) As per information and explanations provided to us, the company is not disputing any statutory liabilities.

4(x). The company accumulated losses exceed 50% of its net worth. The company has incurred cash losses during the financial year amounting to Rs.1.67 lacs and Rs.1.55 lacs during the immediately preceding financial year.

4(xi) As per information and explanations provided to us, the company has defaulted in repayment to Premier Finance and Trading co. Ltd The amount is due for payment since F/Year 2000-01. The interest due and in default is Rs.4,00,42,005/- The figure of principle in default of repayment has not been provided to us

4(xii) Not Applicable Since the company has not granted loans and advances on the basis of security

4(xiii) Not applicable, since the company is not a chit fund, nidhi, mutual benefit or a society.

4(xiv) Not applicable, since the company is not trading in shares , securities debentures an other investments.

4(xv) As per information and explanations provided to us, the company has not given any guarantee for loans by other from banks of financial institutions the terms and conditions whereof are prejudicial; to the interest of the company.

4(xvi) In our opinion on basis of our test check and as per information and explanations provided to us, the term loans were applied for the purpose for which the loans were obtained.

4(xvii) Not Applicable since the company has not raise any funds during the year.

4(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained U/s 301 of the Act, during the year.

4(xix) Not applicable since the company has not issued any debentures.

4(xx) The company has not raised any funds by way of public issued.

4(xxi) According too information and explanations provided to us and as per best of our knowledge & belief no fraud on or by the company has been noticed or reported during the year.

FOR PADAM BAHL & CO

CHARTERED ACCOUNTS

(P.N.BAHL)

PLACE: NEW DELHI

DATE:30-08-2010