Auditor Report of Harshil Agrotech Ltd.

Mar 31, 2025

Opinion We have audited the accompanying standalone financial statements of Harshil Agrotech Limited (“the
Company”), which comprise of the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, Statement
of changes in equity, and 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, the aforesaid
standalone financial statements give the information required by the Act, in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, and profit/ loss, changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Companies
Act, 2013 and the Rules thereunder, 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.

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 year. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined that no matters to be the key audit maters to be communicated in our report.

Emphasis of Matters

We draw attention to the balances of trade receivables, Loans & Advances, Inventories and trade payables as at the
balance sheet date, which are subject to certain uncertainties. Our audit procedures were unable to fully verify the
accuracy and recoverability/payability of these balances. Accordingly, the final realizable value of trade receivables,
loans and advances, Inventories and the settlement amount of trade payables may differ from the amounts stated in
the financial statements. Further, Inventories are not verified by us as the same has been taken on the basis of
management representation and verified by the management of the company & we are relied on the management
report. Our opinion is not modified in respect of this matter.

We draw attention to the investment balances and the valuation thereof as at the balance sheet date. There exist
uncertainties regarding the valuation and recoverability of these investments, which may affect the carrying amount
reported in the financial statements. Our opinion is not modified in respect of this matter.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance, 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 the 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 gives a true and
fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

We also:

a) 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.

b) 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 an adequate internal financial controls system in place and the
operating effectiveness of such controls.

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

d) 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 disclosure s 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.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we de terminate 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.

Information other than the financial statements and Auditors’ report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
Board’s Report (including annexures thereto), Management Discussion and Analysis and Report on Corporate
Governance (collectively referred to as ''other information'') but does not include the standalone financial statements,
and our auditors’ report thereon.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 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, to the extent applicable.

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

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

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards
specified under Section 133 of the Act.

e. On the basis of written representations received from the Directors as on March 31, 2025, and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director
in terms of Section 164(2) of the Act.

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

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

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

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

(ii) In our opinion and as per the information and explanations provided to us, the Company has not entered into
any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting
standards, for material foreseeable losses.

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

(iv) a. The company has not advanced any funds to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in wring 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 company has not received any funds from any persons or entities, including foreign entities (“Funding
Pares”) with the understanding, whether recorded in wring or otherwise, that the company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

c. Based on the audit procedures that 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.

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

(vi) Based on our examination, which included test checks, the Company has used accounting software systems
for maintaining its books of account for the year ended 31st March, 2025 which have the feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded
in the software systems. Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with, and the audit trail has been preserved by the Company as per the statutory
requirements for record retention.

For S K Bhavsar & Co.

Chartered Accountants

ICAI Firm Registration Number: 0145880W

Sd/-

Shivam Bhavsar

Proprietor

Membership Number: 180566
UDIN-25180566BMHTTC1227
Date: May 28, 2025
Place: Ahmedabad

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Mar 31, 2024

To the Members of Harshil Agrotech Limited (Formerly Known as Mirch Technologies (India) Limited)Report on the Audit of the Ind AS Financial Statements Opinion

We have audited the Ind AS financial statements of Harshil Agrotech Limited (“the Company”), which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss (Including Other Comprehensive Income), statement of cash flows and statement of changes in equity for the year ended 31st March 2024, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (herein referred to as “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 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 31st March 2024, and Profit (Financial performance including other comprehensive income), its cash flows and changes in equity for the year ended 31st March 2024.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Companies Act, 2013 and the Rules thereunder, 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.

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

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included Board’s Report including Annexures to Board’s 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principles generally accepted in India, including the Ind AS 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 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 is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

1. 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.

2. 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.

• 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.

3. 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.

4. 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.

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

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, 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 adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls refer our separate report in Annexure “B” and

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

(i) The Company have disclosed the impact pending litigations 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

(c) Based on the audit procedures that 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

(v) Based on our examination, which include test checks, the company has used accounting software for maintaining its books of accounts for the Financial year ended March 31, 2024 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transaction recorded in softwares.

Further during our audit we did not come across any instances of the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

(vi) 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 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

3. Since The Company has not declared / paid any dividend during the year, Section 123 of the Act is not applicable.

For, S K Bhavsar & Co.

Chartered Accountants

Firm Registration No. 145880W

SD/-

Shivam Bhavsar

Proprietor

Membership No. 180566 UDIN: 24180566BKEZJL2048 Place: Ahmedabad Date: May 25, 2024

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Mar 31, 2014

1. We have audited the accompanying financial statements of M/s Mirch Technologies Limited (the ''Company"), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company’s 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 ofthe Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3-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 and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation ofthe financial statements.

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

Opinion

6.ln 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 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

7-As required by the Companies (Auditor''s Report) Order, 2003, as amended by the companies (auditor’s report)(Amendments) order 2004 ("the Order") issued by the Central Government of India in terms .of sub-section (4A) of section 227 of the Act (hereafter refer to as the order) and on the basis of such checks of the books and the records ofthe company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a « statement on the matters specified In paragraphs 4 and 5 of the Order.

8. 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 purposes of our audit.

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

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

(d) ln our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

Annexure To The Independent Auditor''s Report

Referred to in paragraph 7 of the Independent Auditor''s Report of even date to the members of Mirch Technologies Limited on the Financial Statements as of and for the year ended 31st March 2014.

(i) (a) The company has maintained proper records showing full particulars, Including quantitative details and situation of its fixed assets. Independent Auditor''s Report

(b)The fixed assets have been physically verified by the management at regular interval considering the size of the Company and nature of assets. No material discrepancies were noticed on such verification.

(it)a) As informed to us, company does not have any stock during the year.

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

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and the book of records were not material and have been adequately dealt with In the books of accounts.

(iii) According to the information and explanation given to us; a) During the year, Company has taken unsecured loans and advance from companies, firms or the other parties listed in the register maintained under section 301 of the Companies Act, 1956 comprising (i) from companies aggregating to Rs.71,95,596.75/-, the maximum amount Rs. 73,18,096.75/-, and the year end balance was Rs 71,95,596.75/- and (ii) from director and his relatives aggregating to Rs. 2,14,96,319.49/- ,the maximum amount Rs.2,37,40,919.49/- and year end balance was Rs.. 2,14,96,319.49/-. The company has not granted any loan during the year to any party covered in the register maintained under section 301 of the Companies Act,1956,

b) No interest is charged/ paid on such loans and other terms and conditions of the aforesaid unsecured loans/advances taken by the company are not prima fade, prejudicial to the Interest of tire Company.

c) The Terms of repayment have not been stipulated

d) There is no overdue amount of loans/advances taken.

(iv) The Company has adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchase of inventory and other assets and sale of goods. We have not come across any major weakness in internal control by management.

(v) (a)Jn our opinion and according to the information and explanation given to us, transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us there is no transactions made in pursuance of contracts or arrangements entered in register maintained U/s.301 of companies Act, 1956 and exceeding Rs. Five Lacs in respect of any parly during the year.

(vi) As the company has not accepted deposits from the public to which provisions of Sections 58A and 58AA or any other provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(vii) Although it is required to have internal audit system, No internal audit was carried out during the year. However, effective internal controls are being exercised by the management, which are generally commensurate with the size and nature of its business.

(viii) There is no record prescribed by The Central Government for the maintenance of cost records prescribed under Section 209(1 )(d) of the Act.

(ix) a) According to the records of the Company, the company is not regular in depositing, undisputed statutory dues except the income tax and professional tax with the appropriate authorities. According to the information and explanation given to us, there are undisputated dues payable in respect of Mumbai sates tax Rs.46,891/-, Central Sales Tax Rs.7,30,249/-,VAT payable Rs.43,358.71/- Income Tax payable relating to A.Y.1998-99 of Rs.6,56,680/- which have remained outstanding as at 31st March,2014, for a period of more than sbc month from the day they become payable.

(b)According to the information and explanation given to undisputed sales Tax demands aggregating to Rs.3.19 Lakhs has not been deposited, since matters are pending with appellate authorities.

(x) The accumulated losses of the company as at 31st March,2014 are more than 50% of its net worth. The company has incurred cash losses excluding exceptional items during the financial year covered by our audit.

(xi) Based on our audit procedures and on the Information and explanations given by the management, the company has not defaulted in payment of dues to financial institution, bank or debenture holders.

(xii) According to the information and explanation given to us, the Company has not granted any loan and advanced on the basis of security by way of pledge of shares, debenture and other securities. -

(xiii) ln our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4{xiii) of the Order are not applicable to the company.

(xiv) As the Company is not trading in shares and securities the provision of clause 4(xiv) of the companies (auditors reports) Order, 2003 are not applicable to the company.

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

(xvi) The company has not taken any term loans during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the cash flow statement and balance sheet of the Company, in our opinion the funds raised on short-term basis have, prima fade, not been used for long-term investment.

(xvii) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions

(xix) During the year, the company has not issued and allotted any shares.

(xx) Since the company does not have any debentures, the question of creation of securities for debentures does not arise.

(xxi) Since the company does not raised money by public Issue, this clause is not applicable.

(xxii) To the best of our knowledge and belief and accounting to the information and explanation given to us, during the year, no fraud on or by the Company has been noticed as reported during the courses of our audit

For and on behalf of U.S.Tanwar & Co. Chartered accountants F.R. No:110B10W

Place: Mumbai (U.S.Tanwar) Date: 20th May, 2014 Proprietor ICAI M.No:030440

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Mirch Technologies Limited as at 31Sl March 2012, together with the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial statements are the responsibility of the company's Management, Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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 resentation. We believe that our audit provides a reasonable basis for our opinion.

3. The company's accumulate losses ass on 3fl March, 2012 have eroded the entire share capital, the accounts are continued to be prepared on the assumption of a going concept basis.

4. As required by the Companies (Auditors Report) order,2003 as amended by the Companies (Auditors Report ) (Amendment) order 2004 (together The Order'), issues by the Central Government of India In terms of sub-section (4A) of section 227 of the Companies Act,1956 of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information ancl explanations given to us, we annex hereto a statement on the matters specified In paragraphs 4 and 5 of the said Order.

5. Further to our comments, 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 it appears from our examination, of the books;

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

(d) In our opinion, the profit and loss account and the balance sheet complies with the Accounting Standards referred to in sub-section 3(c) of Section 211 of the Companies Act 1956.

(e) On the basis of written representation received by directors, as on 31st March,2012 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 3Vl march.2012 from being appointed as director in the term under clause (g) of sub-section clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) Subject to above in our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1.956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ,

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31i[ March, 2012,

(ii) In the case of the Protit and Loss Account, of the Loss for the vear ended on that date; and

(iii) In the case of cash flow statement, of the cash flow for the year ended on that dale.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the Financial Statements for the year ended 31st March 2012 of Mirch Technologies Limited

(i) (a) The company has maintained proper records showing full particulars,

Including quantitative details and situation of its fixed assets,

(b) The fixed assets have been physically verified by the management at reqular interval considering the size of the Company and nature of assets, No material discrepancies were noticed on such verification.

(c) No substantial part of the fixed assets has been disposed off during the year.

(ii) a) As explained to us, the inventories were physically verified by the management at reasonable intervals.Company does not have any stock during the year.

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

c} In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and the book of records were not material and have been adequately dealt with in the books of accounts.

(iii) According to the information and explanation given to us;

a) During the year, Company has taken unsecured loans and advance from companies, firms or the other parties listed in the register maintained under section 301 of the Companies Act, 1956 comprising (i) from company aggregating to Rs./-85,000/-, the maximum amount Rs.75,04,571/- and the year end balance was Rs.75,02,571/- and (ii) from director and his relatives aggregating to Rs.21,54,603/- ,the maximum amount Rs.1,27,90,849/- and year end balance was Rsl,22,09,786/-. The company has not granted any loan during the year to any party convered in the register maintained under section 301 of the Companies Act,1956.

b) No interest is charged/ paid on such loans and other terms and conditions of the aforesaid unsecured loans/advances taken by the company are not prima facie, prejudicial to the interest of the Company.

c) The Terms of repayment have not been stipulated

d) There is no overdue amount of loans/advances taken.

(iv) The Company has adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchase of inventory and other assets and sale of goods. We have not come across any major weakness in internal control by management.

(v) (a) In our opinion and according to the information and explanation given to us, transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us there is no transactions made in pursuance of contracts or arrangements entered in register maintained U/s.301 of companies Act, 1956 and exceeding Rs.Five Lacs in respect of any party during the year.

(vi) As the company has not accepted deposits from the public to which provisions of Sections 58A and 58AA or any other provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(vii) Although it is required to have internal audit system, No internal audit was

carried out during the year. However, effective internal controls are being exercised by the management, which are generally commensurate with the size and nature of its business.

(viii) There is no record prescribed by The Central Government for the maintenance of cost records prescribed under Section 209(l)(d) of the Act.

(ix) a)According to the records of the Company, the company is not: regular in depositing, undisputed statutory dues except the income tax and professionai tax with the appropriate authorities. According to the information and explanation given to us, there are undisputated dues payable in respect of Mumbai sales tax Rs.46,891.22/-, Central Sales Tax Rs.7,15,420.96/-.VAT payable Rs.50,206.96/- Income Tax payable relating to A,Y.1998-99 of Rs.6,56,680/- which have remained outstanding as at 315i March,20.1.2. for a period of more than six month from the day they become payable.

(b)According to the information and explanation given to us,dispuated sales Tax demands aggregating to Rs.3,19 Lakhs has not been deposited, since matters are pending with appellate authorities.

(x) The accumulated losses of the company as at 31st March,2012 are more than 50% of its net worth. The company has incurred cash losses during the financial year covered by our audit.

(xi) Based on our audit procedures and on the information and explanations given by the management, the company has not defaulted in payment of dues to financial institution, bank or debenture holders.

(xii) According to the information and explanation given to us, the Company has not granted any loan and advanced on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) in our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society.Therefore, the provision of clause 4(xiii) of the companies (auditors reports) Order, 2003 are not applicable to the company.

(xiv) As the Company is not trading in shares and securities the provision of clause 4{xiv) of the companies (auditors reports) Order, 2003 are not applicable to the company.

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

(xvi) The company has not taken any term ioans during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the cash flow statement and balance sheet of the Company, in our opinion the funds raised on short-term basis have, prima facie, not been used for long-term investment.

(xviii) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions

(xix) During the year, the company has not issued and allotted any shares.

(xx) Since the company does not have any debentures, the question of creation of securities for debentures does not arise.

(xxi) Since the company does not raised money by public issue, this clause is not applicable.

(xxii) To the best of our knowledge and belief and accounting to the information and explanation given to us, during the year, no fraud on or by the Company has been noticed as reported during the courses of our audit.

For and on behalf of

U.S.Tanwiir & Co..

Chartered Accountants

Place: Mumbai, U.S.Tanwar

Dated; 29th Aug 2012 Proprietor

M.No.033440

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Mar 31, 2011

1. We have audited the attached Balance Sheer of MIRCH TECHNOLOGIES LTD. as at 31st March , 2011, the Profit and loss account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the accounting 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 die financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation . We believe that our audit provides a reasonable basis for our opinion .

3. The Company's accumulated Losses as on 3f! March , 2011 have eroded the entire share capital, the accounts are continued to be prepared on the assumption of a going concern concept basis .

4. As required by the Companies (Auditor's Report) order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together 'the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956 of India (the 'Act'), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us., we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comment in the Annexure referred to in paragraph 3 above, We report that :

a. We have obtained all the information and explanation, 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 repeated by law hate been kept , by the Company so far as appears from our examination of those books;

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

d. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable :

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

f. Reference is invited to Note No. (2) in respect of provision for gratuity, (4) in respect confirmation of balance due to and due from various parties, (7) in respect of disclose of expenses separately as required by part II of schedule VI, and (9) in respect of redeemable preference shares,

g. Subject to matters stated in paragraph 3 and 5(f) above, In our opinion an to the best of oar information and according to the explanation given to us, the said accounts, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i. In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2011 .

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

iii. In the case of cash flow statement, of the cash flow for the year ended on that date.

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

b) These fixed assets have been physically verified by the management at regular interval considering the size of the company and nature of assets. No material discrepancies have been noticed on such verification.

c) No disposal of a substantial, part of fixed assets of the Company has taken place during the year .

2)a) As explained to us , the inventories were physical verified by the management at reasonable intervals. Company does not have any stock during the year,

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

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and the book records were not material and have been adequately deal, with in the books of account.

3) As per information and explanations provided to us :.

(a) During the year Company has taken unsecured Loans / advances from companies, firms and other panics coveted in the Register maintained under section 301 of the Companies Act, 1956 comprising (i) from Company aggregating to Rs. NIL , the maximum amount Rs.74.36 Lacs and the year end balance was Rs.74.30 Lacs, and (ii) from directors and his relatives aggregating to Rs. 22.70 Lacs , the maximum amount and year end balance was Rs. 108.60 Lacs. The Company has not granted any Loan during the year to any party covered in the register maintained under Section 301 of the Companies Act. 1956 .

(b) No interest is charged / paid on such Loans and other terms and conditions of the aforesaid unsecured loans / advances taken by the company are not prima facie, prejudicial to the interest of the Company.

(c) The terms of repayment have not been stipulated .

(d) There is no overdue amount of Loans / advances taken.

4) The Company has adequate internal management control procedure Commensurate with the size of the Company and nature of its business with regard to purchase of inventory and other assets and sale of goods. We have not come across any major weakness in internal control by management.

5) a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a Register in pursuance of 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 Companies Act, 1956 and exceeding Rs. Five lacs in respect of any party during the year .

6) As the Company has not accepted deposits from the public, compliance of the Provision of section 58A and 58AA of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 , with regard to the deposits accepted from public does not apply .

7) Although it is required to have internal Audit system, the Company has no such system canned out during the year under review . However die Company has adequate internal management control procedure commensurate with the size of the Company and nature of its business.

8) The Central Government has not prescribed the maintenance of the cost records under Section 209 (l)(d) of the Companies Act. 1956 for the Company .

9) a) According to the records of the Company, the Company is not regular in depositing undisputed statutory dues except the Income Tax and Professional Tax with the appropriate authorities. According to the information and explanation given to us .there arc undisputed clues payable In respect of Mumbai, Sales Tax Rs. 46,891,22, Central Sales Tax Rs. 7,15,420.96, C.S.T. - Cuddapah Rs. 2,33,362/-. APGST Rs. 66,366/- and VAT payable Rs. 50,206/96 which have remained outstanding as at 31st March 2011, for a period of more than six months from the day they become payable.

b) According to Information and explanation given to us, disputed Sale Tax demands aggregating to Rs.3.19 Lakhs has not been deposited , since matters are pending with the Appellate authorities.

10) The accumulated loses of the Company as at 31st March 2011 are mote than 50% of its net worth. The Company has incurred cash losses in the current financial year.

11) The Company does nut have any borrowings from any financial institutions or Banks. The Company has not issued any debenture.

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

13) The provisions of any Special Statue applicable to Chit Fund s, Nidhis or Mutual Funds / Societies are not applicable to the Company .

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

15) According to the information and explanation given to us. the Company has not given any guarantee for loans taken by cithers from the Banks and Financial Institutions .

16) The Company has not taken any Term Loans during the year.

17) On the basis of an overall examination of the Balance Sheet of the company and according to the Cash Flow Statement and other records examined by us and on the basis of information and explanation green to us, on an overall basis, funds raised on Short Term basis have, prima facie, not being used during the year for Long Term investment and vice versa .

18) During the year, the Company has not issued and allotted any shares.

19) Since the Company does not have any debentures, the question of creation of securities for debentures does not arise.

20) Since the Company does not raised money by public Issue, this clause is not applicable .

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year .

For K.R. Manik & Co.

Chartered Accountants

Place : Mumbai K. R. Manik

Date : 21st SEP 2011 (Proprietor)

---

Mar 31, 2010

1. We have' audited the attached Balance Sheet of MIRCH TECHNOLOGIES LTD. as at 31st March . 2010, the Profit and Loss account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the accounting 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 miss-statement . 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 the management, as well as evaluating the overall financial statement presentation . We believe that our audit provides a reasonable basis for our opinion .

3. The Company's accumulated Losses as on 31st March , 2010 have eroded the entire share capita!, the accounts are continued to be prepared on the assumption of a going concern concept basis.

4. As required by the Companies (Auditor's Report) order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together "the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India (flea's), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on of the alters specified 'in.paragraphs.4¦ and 5 of the said Order.

5. Further to our comment in the annexure referred to in paragraph 3 above we report that: a we have obtained all the information and explanation, 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 lair as appears from our examination of those books:

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

d- In our opinion, the balance sheet, Profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable

e- 0n 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 directors is disqualified as on 31st March , 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; / Reference is invited to Note No. (2) in respect of provision for gratuity,

(4) in respect confirmation of balance due to and due from various parties, (7) in respect of disclose of expenses separately as required by part II of schedule VI, and (9) in respect of redeemable preference shares,

g. Subject to matters stated in paragraph 3 and 5(f) above. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ;

i. In the case of the Balance sheet of the state of affairs of the company as at 31st March, 2011

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

iii. In the case of cash flow statement, of the cash, flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(as referred to in paragraph 4 of our report of even date)

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

b) These fixed assets have been physically verified by the management at rambler interval considering the size of the Company and nature of assets. No material discrepancies have been noticed on such verification .

c) No disposal of a substantial part of fixed assets of the Company has taken Place during the year.

2) a) As explained to us, the inventories were physically verified by the management at reasonable intervals. Company does not have any stock during the Year

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

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and the book records were not material and have been' adequately, dealt with in the books of account.

3) As per information and explanations provided to ns ;

(a) During the year Company has taken unsecured Loans / advances from companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956 comprising

(i) from Company aggregating to Rs. NIL , the maximum amount Rs.75.99 Lacs and the year end balance was Rs. 74.36 Lacs,

(ii) from firms aggregating to Rs. NIL , the maximum amount and the year end balance was .NIL and

(iii) from directors and his relatives aggregating to Rs. 31.64 Lacs , the maximum amount and year end balance was Rs. 85,90. Lacs. The Company Compiled by : Dijon Global Solutions Limited has not granted any Loan during the year to any part}' covered in the register maintained under Section 301 of the Companies Act, 1956

(b) No interest is charged / paid on such Loans and other terms and conditions of the aforesaid unsecured loans / advances taken by the company are not prima : facie , prejudicial to the interest of the Company .

(c) The terms of repayment, have not been stipulated ,

(d) There is no overdue amount of Loans / advances taken . Company has adequate internal. management control procedure Commensurate with the size of the Company and nature of its business with regard to purchase of inventory and other assets and sale of goods .We have not come across any major weakness in internal control by management.

5) a) In our opinion and according to the information and explanations given to us , transactions that need to be entered into a Register in pursuance of 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 Companies Act, 1956 and exceeding Rs. Five lacs in respect of any party during the year.

6) As the Company has not accepted deposits from the public, compliance of the Provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 , with regard to the deposits accepted from public does not apply .

7) Although it is required to have internal Audit system, the Company has no such system carried out during the year under review . However the Company has adequate internal management control procedure commensurate with the size of the Company and nature of its business.

8) The Central Government has not prescribed the maintenance of the cost records under Section 209 (l)of the Companies Act 1956 for the Company .

9) a) According to the records of the Company, the Company is not regular in depositing undisputed statutory dues except the Income Tax and Professional Tax with the appropriate authorities. According to the information and explanation given to us ,there are undisputed dues payable in respect of Bombay- Sales Tax Rs. 52,536/-, Central Sales Tax Rs. 7,38,313.85, C.S.T. - Cuddapha Rs. 2,33,362/-, APGST Rs. 66,366/-, Professional Tax Rs. 575/- and VAT payable Rs.64,394/96 which have remained outstanding as at 31st March 2010. for a period of more than six .months from the day they become payable .

b) According to Information and explanation given to us. disputed Sale Tax demands aggregating to Rs.3.19 Lakhs has not been deposited , since matters are pending with the Appellate authorities.

10) The accumulated losses of the Company as at 31St March 2010 are more than 50% of its net worth. The Company has not incurred cash losses in the current financial year.

11) The Company does not have any borrowings from any financial institutions or Banks. The Company has not issued any debenture.

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

13) The Provisions of any Special Statue applicable to Chit Fund s. Nidhis or Mutual Funds / Societies are not applicable to the Company .

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

According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from the Banks and Financial Institutions .

16) The Company has not taken any Term Loans during the year.

17) On the basis of an overall examination of the Balance Sheet of the company and according to the Cash Flow Statement and other records examined by us and on the basis of information and explanation given to us, on an overall basis, funds raised on Short Term basis have, prima facie, not being used during the year for Long Term investment and vice versa .

18) During the year, the Company has not issued and allotted any shares.

19) Since the Company does not have any debentures, the question of creation of Compiled by : Dion Global Solutions Limited security for debentures does not arise.

20) Since the company does not raised money by public issue this clause is not applicable.

21) To the best our knowledge and behalf and according to the information and explanation given to us, fraud or by the company was noticed or reported during the year.

For K. II. Manik & Co.

Chartered Accountants

Place: Mumbai

Date:1 sep 2010 K.R.MANIK

(Proprietor)