Auditor Report of Grand Oak Canyons Distillery Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of GRAND OAK
CANYONS DISTILLERY LIMITED (“the Company”), which comprise the balance sheet as at
March 31, 2025, and 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
then ended, and notes to the standalone financial statements, including a summary of
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 Accounting Standards prescribed under Section 133 of the Act and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
31 March 2025, and its Loss and total comprehensive Loss, changes in equity and its cash
flows for the year ended on that date. The company should have prepared a financial
statements in compliance with IND AS as prescribed, which may significantly affects the
financial statements of the company.

Basis for opinion

We conducted our audit of the standalone 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 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 (“the 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 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
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. These
matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

Key Audit Matters	Auditor''s Response
Loan borrowed The company Is mainly a CIC company and had	Our audit procedures included the following:
borrowed Inter corporate deposits. For the year ended March 31, 2025, the	•	Considered Company''s loan policy and its compliance.
Company had balance of borrowed loans at '' 2,650 cr.	•	Assessed the design and tested the operating effectiveness of internal controls related to loans.
The variety of terms that define contract of loan where terms of loans, such as repayment schedule, Rate of Interest, securities associated, overdue if any etc. This area was of most	•	Performed sample tests of individual transaction and other related documents. Further, in respect of the samples tested we checked that the loans has been taken as per the policy.
significance in our audit due to the magnitude of amount involved and there conversion of the	•	Selected sample of loans obtained and checked the documents.
same to equity capital. Accordingly, due to the significant risk associated in accordance with terms of applicable AS, it was determined to be a	•	We checked the documents related to valuation of the loans where such loans converted to Equity Capital
key audit matter in our audit of the standalone financial statements.	• •	Obtained few balance confirmations as at the year end to evaluate loans. We checked the Shareholders List maintained by RTA.
Loan advanced The company is mainly a CIC company and had	Our audit procedures included the following:
advanced Inter-corporate deposits. For the year ended March 31, 2025 the Company	•	Considered Company''s loan policy and its compliance.
had balance of loans and advances to the tune of '' 403.72 Cr.	•	Assessed the design and tested the operating effectiveness of internal controls related to loans.
The variety of terms that define contract of loan where terms of loans, such as repayment schedule. Rate of Interest, securities associated, overdues if any etc. This area was of most	•	Performed sample tests of individual transaction and other related documents. Further, in respect of the samples tested we checked that the loans has been advanced as per the policy.
significance in our audit due to the magnitude of amount involved and there conversion of the	•	Selected sample of loans extended and checked the documents.
same to equity capital. Accordingly, due to the significant risk associated in accordance with terms of applicable AS, it was determined to be a	•	We checked the documents related to valuation of the loans where such loans converted to Equity Capital
key audit matter in our audit of the standalone financial statements.	• •	Obtained few balance confirmations as at the year end to evaluate loans. We checked the Demat Statement of issued by depositories.

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

The Company''s board of directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion
and Analysis, Board’s Report including Annexures to Board''s Report, Business
Responsibility and Sustainability Report, Corporate Governance and Shareholder’s
Information, 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 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 on in
this regard.

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

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation of these standalone 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 Indian Accounting Standards
specified under Section 133 of the Act. 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 standalone financial statements 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
are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

The Board of Directors is 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 have also:

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

• Obtain an understanding of internal financial control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the 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

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

• Conclude on the appropriateness of the Management and Board of Directors 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 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.

• 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 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.

The previously issued standalone financial statements were audited by the predecessor
auditor whose report for the year ended 31 March 2024 issued on 30 May 2024 expressed
an unmodified opinion on those standalone financial statements were also prepared without
complying to Companies (Accounting Standard) Rules 2021 to comply with Ind As.

Report on other legal and regulatory requirements

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 Companies
Act, 2013, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and
4 of the Order.

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 my examination of those books.

(c) The company does not have any branch office.

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

(e) In our opinion, the aforesaid standalone financial statements does not comply with
the Indian Accounting Standards specified under Section 133 of the Act.

(f) There is no uncertainty regarding the going concern the status of company.

(g) 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 are
disqualified as on March 31, 2025 from being appointed as a director in terms of
Section 164 (2) of the Act;

(h) The accounting and statutory records are being maintained at the registered office of
the company.

(i) 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". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting;

(j) Wth respect to the other matters to be included in the Auditor’s Report in accordance
with the requirements of section 197 (16) of the Act, as amended, in our opinion and
to the best of our information and according to the explanations given to our, no
remuneration paid by the Company to its directors during the year.

(k) Wth 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 our;

a. The Company does not have any pending litigations which would impact on its
financial position.

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

c. The company was not required to transfer any amount during the year to the
Investor Education and Protection Fund by the Company.

d. (a) The Management has represented that, to the best of it’s knowledge and
belief, no funds have been advanced or loaned or invested by the Company to or
in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),

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

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

(c) Based on the audit procedures performed 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 subject to the fact that no that some expenses have been booked
on cash basis .

e. The Company has not declared or paid any dividend during the year and has not
proposed a final dividend during the year.

f. With respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules
2014, the company did not maintain the accounting software which has a feature
of recording of audit trail of each and every transaction, creating and edit log of
each change made in the books of accounts along with the date when such
changes were made and ensuring that the audit trail cannot be disabled.

For VRSK & Associates (FRN 011199N)

Chartered Accountant

CA. RAHUL JAIN (M.NO: 099134)

Partner

New Delhi, May 31, 2025
UDIN: 25099134BMJQCR5023

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Mar 31, 2024

The Members of Pacheli Industrial Finance Limited Report on the audit of the financial statements

Opinion

We have audited the financial statements of Pacheli Industrial Finance Limited (“the Company”), which comprise the balance sheet as at March 31, 2024, and 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 then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us subject to our report observation if any (i)The company made investment as per under section 186 of the companies act 2013 in various companies in equity shares in earlier years amounting Rs. 25,52,400/-subject to confirmation received from those companies. (ii) Under Loan & Advances (Assets,) company given to loans to the various companies as per the provision under section179 of the companies act 2013 are amount Rs. 59,74,95,257/- in earlier year, recoveries to be doubtful and their balances not confirmed by the parties for which company has not made any provision in their profit or loss account, (iii Under Loan liability head, company had taken loan from various companies’ amount Rs. 12,02,728/- are more than very old and their balances are not confirmed and (iv Anubhav industrial Renounces loans amounting to Rs.62,66,756/-is more than very old shown under current liability and balance not confirmed, the company has not made any provision under profit & loss accounts, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its Profit Amount of Rs. 1,26,651/- and cash out 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 Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2024, its profit/loss statement and its cash flows statement for the year ended on that date, subject to following observation:

(a) The company made investment as per under section 186 of the companies act 2013 in various companies in equity shares in earlier years amounting Rs. 25,52,400/- subject to confirmation received from those companies;

(b) Under Loan & Advances (Assets,) company given to loans to the various companies as per the provision under section179 of the companies act 2013 are amount Rs. 59,74,95,257/- in earlier year, recoveries to be doubtful and their balances not confirmed by the parties for which company has not made any provision in their profit or loss account;

(c) Under Loan liability head, company had taken loan from various companies’ amount Rs. 12,02,728/- are more than very old and their balances are not confirmed and

(d) Anubhav industrial Renounces loans amounting to Rs.62,66,756/-is more than very old shown under current liability and balance not confirmed, the company has not made any provision under profit & loss accounts.

Key audit matters

In context of the Audit of the Financial Statements, it has been noticed that the Investments have been Valued at Book Value although the Market Price of the Investments is lower than the Book Value. As per AS 13 of Accounting for Investments it states that the Investments shall be Valued at Market Price or Book Value w.e. is lower.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, 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 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 responsibility for the financial statements

The Company’s board of directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The boards 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 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 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.

• 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.

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

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 my examination of those books;

(c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31, 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 B”. 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, in our opinion and to the best of our information and according to the explanations given to our, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to our;

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

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

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

(i) with respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules 2014, the company did not maintain the accounting software which has a feature of recording of audit trail of each and every transaction, creating and edit log of each change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

For GSA & ASSOCIATES LLP Chartered Accountant Firm Firm Regn No: 000257N/N500339

CA. MANINDRA K TIWARI PARTNER M.NO: 501419 PLACE: NEW DELHI DATE: 30.05.2024

UDIN: 24501419BKAAFC6017

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Mar 31, 2015

We have audited the accompanying financial statements of DHOOT INDUSTRIES LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, 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.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 financial control relevant to the Company's preparation of the financial statements that give true and fair view 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon give the information required by the Companies Act, 2013, in the manner so required for the companies and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015

b) in the case of the Profit and Loss Account 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

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 appears from our examination of those books.

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

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us:

i. As per information and explanation provided, company doesn't have any pending

litigation that could affect the fairness of the financial statement.

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 required to be transferred to Investor Education and

Protection Fund

Annexure to the auditor's report To the Members of Dhoot Industries Limited

Referred to in paragraph 3 and 4 of our report of even date

(i) The Company has no fixed assets hence the said clause is not applicable to the company.

(ii) The Company does not deal in any goods therefore the said clause is not applicable to the company.

(iii) The Company during the period has not granted any loans to parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of the said clause are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to its business activities. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) According to the information and explanation given to us, the company has not accepted any deposits from the public. Therefore, the provisions of said clause are not applicable to the Company.

(vi) As explained to us the requirement of maintenance of cost records under section 148(1) (d) of the Companies Act, 2013 does not apply to the company.

(vii) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of the dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Excise, Value Added Tax, Cess were outstanding as at March 31, 2015.

(c) According to the information and explanations given to us, the Company does not require to transfer funds to Investor Education and Protection Fund.

(viii) The company has no accumulated losses as at March 31, 2015. Hence the said clause is not applicable.

(ix) According to the information and explanations given to us, the Company has not defaulted in any repayment to a financial institution, bank or debenture holders & therefore the said clause relating to maintenance of documents and records is not applicable.

(x) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xi) Company has not obtained term loan secured. Thus, said clause is not applicable.

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

FOR SHYAM C. AGARWAL & CO. CHARTERTD ACCOUNTANTS F.R. No. 110243W

Sd/- SHYAM C. AGARWAL (PROPRIETOR) M. NO. 31774

PLACE: MUMBAI DATE: 30.05.2015

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Mar 31, 2014

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

Management''s Responsibility

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 (3Q of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on* the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to file 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 (he financial statements.

Annexure to the auditor''s report of DHOOT INDUSTRIES LIMITED

Referred to in paragraph 3 of our report of even date 4(i) The Company have no fixed assets, hence the said clause is not applicable. ‘

4(ii) The Company have no inventory, hence the said clause is not applicable.

4(iii)(a) The Company during the period has granted Interest loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the Opinion of the Management, the interest rate & other terms and conditions of such loan are not, is prima facie, prejudicial to the interest of the Company.

(c) There is no Stipulation as to the Period of repayment.

(d) Thus, We are unable to Comment on regularity Of repayment St overdue . amount as there is no stipulation for the same.

(e) The Company had taken loans from parties listed in the register maintained under section 301 of the Companies Act, 1956.

(f) In the opinion of management, interest rate and the other terms St Condition on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) As there is no stipulation for repayment of loan, we are unable to comment on regularity on repayment.

4(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and die nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

4(v)(a) According to die information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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 are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act.

4(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposits from the Director and public within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under are not applicable. .

4(vii) In our opinion, the company has an internal audit system according to its size and nature of its business.

4(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for any of the activities of the Company. ''

4(ix)(a) According to information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax and other material statutory dues applicable to it which are outstanding for more than Six months from the date they become payable as of 31“ March 2014.

(b) According to the records of the Company, there was no disputed statutory dues that have not been deposited on account of the matters pending before appropriates authorities. .

4(x) The company has no accumulated losses as at March 31,2014.

4(xi) According to die information and explanations given to us, the Company has not defaulted in any repayment of dues to any financial Institution or bank, as applicable, as at the Balance Sheet date.

4(xii) As explained 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 and therefore Paragraph 4(xii) of the said Order relating to maintenance of documents and records is not applicable.

4(xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/Societies. Therefore, the provisions of clause 4(xiii) are not applicable to the company.

4(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in securities.

4(xv) According to the information and explanations given to us, the Company has not given guarantees Loan taken by others from bank or financial institutions and thus clause 4(xv) is not applicable.

4(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained by the company.

4(xvii) According to the information and explanations given to us, the Company has not raised any funds, short-term or long-term, during the period and therefore Clause 4(xvii) of the said Order relating to usage of such funds is not applicable.

4(xviii) According to the information and explanations given to us, during die year the - Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. •

(xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any debentures.

4(xx) According to the information and explanations given to us, the Company has not made any public issue during the period and accordingly Paragraph 4(xx) of the said Order relating to end use of money raised is not applicable.

4(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the coarse of our audit

For SHYAM C. AGRAWAL & CO.

Chartered Accountants SD/- PLACE: MUMBAI S.C. AGRAWAL Date-19-06-2014 (Proprietor) M.No. 031774

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Mar 31, 2013

1. We have audited the attached balance sheet of DHOOT INDUSTRIES LIMITED, as at March 31, 2013, and also the profit and 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 thesv^ financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

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

v. On the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that 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;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles 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; and

b. In the case of the profit and loss account, of the profit for the year ended on that date.

Referred to in paragraph 3 of our report of even date

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

(b) As informed and represented to us, fixed assets have not been physically^,^ verified by the management during the period but there is a reguk''^ programmed of verification and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of fixed assets during the period thereby affecting the going concern.

4(ii) The Company have no inventory, hence the said clause is not applicable.

4(iii)(a) The Company during the period has granted Interest loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the Opinion of the Management, the interest rate & other terms and conditions of such loan are not, is prima facie, prejudicial to the interest of the Company.

(c) There is no Stipulation as to the Period of repayment.

(d)Thus, We are unable to Comment on regularity of repayment & overdue amount as there is no stipulation for the same.

(e) The Company had taken loans from parties listed in the register maintainei under section 301 of the Companies Act, 1956.

(f) In the opinion of management, interest rate and the other terms & Condition on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) As there is no stipulation for repayment of loan, we are unable to comment on regularity on repayment.

4(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

4(v)(a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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 are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act.

4(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposits from the Director and public within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

4(vii) In our opinion, the company has an internal audit system according to its size and nature of its business.

4(viii) The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the activities of the Company.

4(ix)(a) According to information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax and other material statutory dues applicable to it which are outstanding for more than Six months from the date they become payable as of 31*'' March 2013.

(b) According to the records of the Company, there was no disputed statutory dues that have not been deposited on account of the matters pending before appropriates authorities.

4(x) The company has no accumulated losses as at March 31, 2013.

4(xi) According to the information and explanations given to us, the Company has not defaulted in any repayment of dues to any financial Institution or bank, as applicable, as at the Balance Sheet date.

4(xii) As explained 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 and therefore Paragraph 4(xii) of the said Order relating to maintenance of documents and records is not applicable.

4(xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/Societies. Therefore, the provisions of clause 4(xiii) are not applicable to the company.

4(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in securities.

4(xv) According to the information and explanations given to us, the Company has ru. i given guarantees Loan taken by others from bank or financial institutions and thus clause 4(xv) is not applicable.

4(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained by the company.

4(xvii) According to the information and explanations given to us, the Company has not raised any funds, short-term or long-term, during the period and therefore Clause 4(xvii) of the said Order relating to usage of such funds is not applicable.

4(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

4(xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any debentures.

4(xx) According to the information and explanations given to us, the Company has not made any public issue during the period and accordingly Paragraph 4(xx) of the said Order relating to end use of money raised is not applicable.

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

For SHYAM C. AGRAWAL & CO.

Chartered Accountants

Sd/-

Place :Mumbai S.C. AGRAWAL

Date: 8lh August, 2013 (Proprietor)

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Mar 31, 2012

1. We have audited the attached balance sheet of DHOOT INDUSTRIES LIMITED, as at March 31, 2012, and also the profit and 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

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

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

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

a. In the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012; and

b. In the case of the profit and loss account, of the profit for the year ended on that date.

Annexure to the auditor's report of DHOOT INDUSTRIES LIMITED

Referred to in paragraph 3 of our report of even date

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

(b) As informed and represented to us, fixed assets have not been physically verified by the management during the period but there is a regular programmed of verification and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of fixed assets during the period thereby affecting the going concern.

4(ii) The Company have no inventory, hence the said clause is not applicable.

4(iii)(a) The Company during the period has granted Interest loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the Opinion of the Management, the interest rate & other terms and conditions of such loan are not, is prima facie, prejudicial to the interest of the Company.

(c) There is no Stipulation as to the Period of repayment.

(d)Thus, We are unable to Comment on regularity of repayment & overdue amount as there is no stipulation for the same.

(e) The Company had taken loans from parties listed in the register maintained under section 301 of the Companies Act, 1956.

(f) In the opinion of management, interest rate and the other terms & Condition on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) As there is no stipulation for repayment of loan, we are unable to comment on regularity on repayment.

4(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

4(v)(a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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 are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act.

4(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposits from the Director and public within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

4(vii) In our opinion, the company has an internal audit system according to its size and nature of its business.

4(viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the activities of the Company.

4(ix)(a) According to information and explanation given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax and other material statutory dues applicable to it which are outstanding for more than Six months from the date they become payable as of 31st March 2012.

(b) According to the records of the Company, there was no disputed statutory dues that have not been deposited on account of the matters pending before appropriates authorities.

4(x) The company has no accumulated losses as at March 31, 2012.

4(xi) According to the information and explanations given to us, the Company has not defaulted in any repayment of dues to any financial Institution or bank, as applicable, as at the Balance Sheet date.

4(xii) As explained 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 and therefore Paragraph 4(xii) of the said Order relating to maintenance of documents and records is not applicable.

4(xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/Societies. Therefore, the provisions of clause 4(xiii) are not applicable to the company.

4(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in securities.

4(xv) According to the information and explanations given to us, the Company has not given guarantees Loan taken by others from bank or financial institutions and thus clause 4(xv) is not applicable.

4(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained by the company.

4(xvii) According to the information and explanations given to us, the Company has not raised any funds, short-term or long-term, during the period and therefore Clause 4(xvii) of the said Order relating to usage of such funds is not applicable.

4(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

4(xix) According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any debentures.

4(xx) According to the information and explanations given to us, the Company has not made any public issue during the period and accordingly Paragraph 4(xx) of the said Order relating to end use of money raised is not applicable.

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

For SHYAM C. AGRAWAL & CO. Chartered Accountants

MUMBAI S.C. AGRAWAL

DATED (Proprietor)

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Mar 31, 2010

We have audited the attached Balance Sheet of DHOOT INDUSTRIES LIMITED at 31st March 2010 & the Profit and Loss Account for the period ended on that date, annexed thereto.These financial statements are the responsibility of the companys management .Our responsibility is to express an opinion this financial statement based on our audit:

1. We have conducted our audit accordance with auditing with standers generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about weather 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 principal 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. We have obtained all the information and the explanation , which to the best of our knowledge and belief were necessary of the purpose of our audit.

3 . In our opinion books of account as required by law have been kept by the company so far as it appears from our examination of such books.

4 . In our opinion the Balance Sheet and Profit & Loss Account with the Accounting standards referred to in Sub-Section (3C) of section on 211 of the Companies Act, 1956.

5 . In our opinion and to the best of our information and according to the explanation given to us , the said accounts read with the and subject to the notes to the accounts relating to Balance Sheet and Profit & Loss account give the information required by the Company Act , 1956 , in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

6.

1) In the case of Balance Sheet of the state of Affairs of the Company as at 31st March ,2010 and

2) In the case of profit and Loss account, of the profit for the year ended on that date

7. On the basis of written representation received from the Directors , as on 31st March ,2010 and taken on record by the Board of Directors , we report that none of the Director is disqualified as on 31st March , 2010 , from being appointed as Director in term of clause (9) of Sub section (1) 274 of the Companies Act 1956,



ANNEXURE TO AUDITORS REPORT

Referred to in paragraph (3) of our report of even date on the accounts of DHOOT INDUSTRIES LIMITED for the year ended 31st March 2010.

1. In respect of its Fixed Assets:-

a) The company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets, Fixed Assets were physically verified by the management during the year. In our opinion the period of verification is reasonable having regards to the size of the company and Nature of its assets. No material discrepancies have been on such verification.

b) According to the information and explanation given to us, the company has not disposed off any Fixed assets, during the year.

2. In respect of Inventories:- Not applicable.

3. (i) The company has taken unsecured loans from parties covered in the register maintained under section 301 of the companies Act, 1956. the amount outstanding at the end of the year was Rs. 5668910/-.

(ii) The company had not granted unsecured loans to the parties listed in the Register maintained under section 301 of the companies Act, 1956. (iii) Terms & conditions on which loans have been taken from parties listed listed in the Register maintained under section 301 of the companies Act, 1956 are not prima facie, prejudicial to the interest of the company.

4. in our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

5. 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 in to 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, the transactions made to in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs. 500000/- in respect of any Party during the year have been made at prices which are responsible having regard to the prevailing market price at the relevant time.

6. The company has not accepted any deposits from the public during the year covered by our Audit report.

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

8. As informed to us the maintenance of cost records has not been prescribed by the central Government under section 209(1 Xd) of the company Act, 1956 in respect of the activities carried on by the company.

9. According to the records of the Company undisputed statutory dues including provident fund, investor Education and protection fund, Employee state insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at 31st March, 2010 for a period or more than six months from the date they becoming payable.

10. The company did not issue any debenture during the year.

11. Based on our Audit procedures and according to the information and explanation given to us the company has not defaulted in repayment of dues financial institution and banks.

12. According to the information & explanation given to us the company has not granted loans & advances on the basis of security by way of pledge of shares and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(Xiii) of the companies(Auditors Report) order 2003 is not applicable to the company.

14. In our opinion the company has maintain proper records of transaction in respect of dealing in shares during the year and timely entries have been generally made there in all shares have been held by the company in own name.

15. As informed to us, the company has not given any guarantees for loans taken by other from banks or financial institutions.

16. The company has not taken any term loan during the year . Therefore clause 4(xvi) of the companies (Auditors Report) order 2003 is not applicable.

17. According to information and explanation of the balance sheet of the company we report that no funds raised on short term basis have been used for long term Investment.

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

19. According to information and explanations given to us the company has not issued any Debenture during the period covered by our Report. Accordingly the provision of clause (xix) of the order are not applicable to the company

20. The company has not raised any money by way of public issue during the year and therefore paragraph 4 (xix) of the order is not applicable.

21. During the course of our examination of the books and records of the company carried in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us we have neither come across any instance of fraud on or by the company noticed or reported during the year nor have informed of such case by the management.



For SHYAM . C . AGRAWAL & CO .

CHARTERTD ACCOUNTANTS

Sd/-

(S. C . AGRAWAL )

PROPRITOR.

PLACE : Mumbai

DATE : 06-09.2010