Auditor Report of IIRM Holdings India Ltd.

Mar 31, 2025

We have audited the accompanying standalone
Ind AS financial statements of IIRM HOLDINGS INDIA
LIMITED [Formerly known as Sudev Industries Limited]

(âthe Companyâ), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Cash Flow Statement and the Statement of Changes
in Equity for the year then ended, and notes to the
financial statements, including a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act 2013,
as amended (âthe Actâ) 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, 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 Act. Our responsibilities under those
Standards are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the
Company in accordance with the âCode of Ethicsâ
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 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 audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period.
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.

Other Information

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 such other information is
materially inconsistent with the Standalone 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.

Management''s Responsibility for the Standalone Ind
AS Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act,
2013 (âthe Actâ) with respect to the preparation of these
Ind AS 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 accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind
AS) prescribed under section 133 of the Act, read with
relevant rules issued there under.

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

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 Responsibility for the Audit of the Financial
Statements

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
scepticism throughout the audit. We also:

a) 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.

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
Act, we are also responsible for expressing our
opinion on whether the company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

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 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.

e) 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

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

2. The reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 is applicable from
April 01, 2023. Based on our examination which
included test checks, the Company has used
accounting software for maintaining its books of
account, which has a feature of recording audit
trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective software. Further, during
our audit, we did not come across any instance of
the audit trail feature being tampered with.

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

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

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

iii. The Balance Sheet, the Statement of Profit
and Loss, the Cash Flow Statement and the
Statement of Changes in Equity dealt with by
this Report are in agreement with the books
of account;

iv. In our opinion, the aforesaid standalone Ind AS
financial statements comply with the Indian
Accounting Standards prescribed under
section 133 of the Act, read with relevant rules
issued there under;

v. 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;

vi. 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 2 to this report;

vii. No managerial remuneration for the year
ended March 31, 2025 has been paid/provided
by the Company to its directors in accordance
with the provisions of section 197 read with
Schedule V to the Act;

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

i) The Company does not have any pending
litigations which would impact its financial
position other than those disclosed.

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

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

iv) a) The management has represented

that, to the best of its knowledge
and belief, no funds have been
advanced or loaned or invested
(either from borrowed funds or share

premium or any other sources or kind
of funds) by the company to or in
any other person or entity, including
foreign entities (âIntermediariesâ),
with the understanding, whether
recorded in writing or otherwise, that
the Intermediaries shall, whether,
directly or indirectly lend or invest
in other person or entity identified
in any manner whatsoever by or on
behalf of the Company (âUltimate
Beneficiariesâ) 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 or entity, including
foreign entities (âFunding Partiesâ),
with the understanding, whether
recorded in writing or otherwise,
that the company shall, whether,
directly or indirectly, lend or invest
in other person or entity identified
in any manner whatsoever by or
on behalf of the Funding Parties
(âUltimate Beneficiariesâ) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

c) Based on the audit procedures that
were 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
(a) and (b) contain any material
misstatement.

v) No dividend has been proposed/

declared/paid by the Board of Directors

of the Company.

For Seshachalam & Co.
Chartered Accountants

Firm Registration Number.: 003714S

T. Bharadwaj

Partner

Place: Hyderabad, Membership No.: 201042

Date: April 23, 2025 UDIN: 25201042BMOMHG2810

Mar 31, 2024

To the members of IIRM Holdings India Limited [formerly known as Sudev Industries Limited]

Report on the Audit of Standalone Ind AS Financial Statements

OPINION

We have audited the accompanying standalone Ind AS financial statements of IIRM HOLDINGS INDIA LIMITED [Formerly known as Sudev Industries Limited]

(âthe Companyâ), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act 2013, as amended (âthe Actâ) 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, and profit, 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 Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the âCode of Ethicsâ 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 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 audit opinion on the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. 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.

OTHER INFORMATION

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor''s 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 such other information is materially inconsistent with the Standalone

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.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued there under.

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

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 RESPONSIBILITY FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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

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

a) 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.

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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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 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.

e) 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.

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

iii. The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued there under;

v. On the basis of written representations received from the directors as on March 31, 2024, and 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;

vi. 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 2"to this report;

vii. No managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

i) the Company does not have any pending litigations which would impact its financial position other than those disclosed.

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

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

iv) a) The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) 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 or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the Funding Parties (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on the audit procedures that were 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 (a) and (b) contain any material misstatement.

v) No dividend has been proposed/declared/ paid by the Board of Directors of the Company.

3. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from April 01, 2023.

Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software.

Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

For Seshachalam & Co. Chartered Accountants

Firm Registration Number.: 003714S

Place: Hyderabad, Date: May 22, 2024

T. Bharadwaj

Partner

Membership No.: 201042 UDIN: 24201042BKJQYK5026

Mar 31, 2013

1. We have audited the attached Balance Sheet of SUDEV INDUSTRIES LIMITED, as at 31st March. 2013 and also the statement of 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2002 issued by the Central Government of India in terms of sub-section 227 of the Companies Act, 1956, we enclose in the annexure (1) a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of the books of accounts;

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable:

(e) As per information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to explanations given to us, said accounts, read together with Significant Accounting Policies and Notes forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) in case of Balance Sheet, of the state of the affairs of the company as at 31st March 2013;and

(ii) in case of Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE

STATEMENT REFERRED TO IN PARAGRAHPH ABOVE OF OUR REPORT OF EVEN DATE

1. As informed by the company it does not have any fixed assets and clause 4(ii) a to 4(ii) c of the companies order 2003 are not applicable.

2. As informed by the company it does not have any inventory and such clause 4(ii) a to 4(ii) c of the companies order 2003 are not applicable.

3. We are informed that the company has not taken/ granted any loans, secured or unsecured from companies firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us there is no continuing failure to correct major weaknesses in internal control.

5. As explained to us, there has not been any transaction during the year that needs to be entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the monetary limits during the Near in respect of each such party.

6. The company has not accepted any deposits from the public under Section 58A of the Companies Ad. 1956.

7. The company has no formal Audit Department as such except the Audit Committee. However its control procedure ensures reasonable internal checking of its financial and other records.

8. As per information the company is not required to maintained cost records as prescribed by the central Government u/s 209( 1) (d) of companies Act, 1956.

9. According to the records of the company the dues of sales tax, income tax, customs, wealth tax. excise duty less which has not been deposited on account of disputes is pending are as under:-

10. The company has been incurring losses since its commercial production in the year 1996. The assets of the company had however been taken over by U.P.F.C, the financial institution u/s 29 SFC Act, in 1998. The company has however accumulated losses to the tune of Rs.3,48,36,959/- for the financial year 2012- 2013 which is more than 50% of its net worth.

1 1. The company has not granted loans and advances on the loss of security by way of pledge of shares debentures and securities.

12. The company is not a chit fund, nidhi, mutual receipt / society therefore the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable.

13. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. The company has not given any guarantee for loans taken by others from banks or financial institution.

15. The company has not raised short term temporary loans during the year.

16. The company has not made any preferential allotment of shares during the year.

17. The company has not issued any debentures during the year.

18. The company has not raised any money from the public during the year.

19. According to the information and explanations given to us, no fraud on or by the company has been noticed during the year.

For Gupta Jalan & Associates

Chartered Accountants

Inder Mohan Singh

Partner

M. No. 087877

Date: New Delhi

Place: 31/08/2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of SUDEV INDUSTRIES LIMITED, as at 31st March, 2012 and also the statement of 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2002 issued by the Central Government of India in terms of sub-section 227 of the Companies Act, 1956, we enclose in the annexure (1) a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of the books of accounts;

(d) In our opinion, the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

(e) As per information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to explanations given to us, said accounts, read together with Significant Accounting Policies and Notes forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) in case of Balance Sheet, of the state of the affairs of the company as at 31st March 2012;and

(ii) in case of Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE STATEMENT REFERRED TO IN PARAGRAHPH ABOVE OF OUR REPORT OF EVEN DATE

1. Fixed Assets of the company which were taken over by the financial institution UPFC for non- payment of loan were released, and after one time settlement with them the Fixed Asset have been sold to pay for one time settlement. As on 31st March, 2012 there were no Fixed Assets with the company.

2. Inventories of the company which were taken over by the financial investment, UPFC for non- payment of loan were released, and after one time settlement with UPFC have been sold at Residual Value for one time Settlement; as on 31st March, 2012 there was no inventory with the company.

3. We are informed that the company has not taken/ granted any loans, secured or unsecured from companies firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us there is no continuing failure to correct major weaknesses in internal control.

5. As explained to us, there has not been any transaction during the year that needs to be entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the monetary limits during the year in respect of each such party.

6. The company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

7. The company has no formal Audit Department as such. However its control procedure ensures reasonable internal checking of its financial and other records.

8. As per information the company is not required to maintained cost records as prescribed by the central Government u/s 209(1) (d) of companies Act, 1956.

9. According to the records of the company the dues of Sales Tax, income tax, customs, wealth tax, excise duty less which has not been deposited on account of disputes is pending are as under:-

Name of the statute Name of the dues Amount Forum where dispute is pending Year

Income Tax Act Tax 182 lacs High Court of Delhi 2004-05

Income Tax Act Tax 661408 CIT 2004-05

10. The company has been incurring losses since its comme rcial production in the year 1996. The assets of the company had however been taken over by U.P.F.C., the financial institution u/s 29 SFC

Act, in 1998. The company has however accumulated losses to the tune of Rs.3,44,49,959.02/- for the financial year 2011-2012 which is more than 50% of its net worth.

11. Since the company has defaulted in payment of dues of U.P.F.C., the financial institution of the company, its assets were taken over by U.P.F.C. u/s 29 of SFC Act in 1998.

12. The company has not granted loans and advances on the loss of security by way of pledge of shares debentures and securities.

13. The company is not a chit fund, nidhi, mutual receipt / society therefore the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable.

14. In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. The company has not given any guarantee for loans taken by others from banks or financial institution.

16. The company has raised short term temporary loans during the year.

17. The company has not made any preferential allotment of shares during the year.

18. The company has not issued any debentures during the year.

19. The company has not raised any money from the public during the year.

20. According to the information and explanations given to us, no fraud on or by the company has been noticed during the year.

For Gupta Jalan & Associates

Chartered Accountants

Sd/-

(Inder Mohan Singh)

Partner

M. No. 087877

Date: New Delhi

Place: 12/05/2012

Mar 31, 2011

1.) We have audited the attached Balance Sheet of M/s Sudev Industries Limited, as on 31st March, 2011 and also the profit and loss statement for the year ending 31st March, 2011. The 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 our audit to obtain, reasonable assurance about whether the financial statements are free of any material misstatements, an audit examining on test basis, evidence supporting the amounts and disclosure 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 presentation. We believe that our audit provides a reasonable basis of our opinion.

3.) As required by the Companies (Auditors Report) Order, 2002 issued by the Central Government of India in terms of sub-section 227 of the Companies Act, 1956, we enclose in the annexure (1) a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received by us. The company does not has any branch as on date.

c) The company's 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 Balance Sheet and the profit and loss Account dealt by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

i) in case of the Balance Sheet of the state of affairs of the company as on 31st March, 2011; and

ii) in the case of Profit and loss Account of the profits of the company for the year ended on that date.

ANNEXURE STATEMENT REFERRED TO IN PARAGRAHPH ABOVE OF OUR REPORT OF EVEN DATE

1. The assets of the company including fixed assets have been taken over by the U.P.F.C., the financial institution. No physical verification has been conducted by the management during the year.

2. The assets of the company including the inventories have been taken over by the U.P.F.C, the financial institution. No physical verification has been conducted by the management. Valuations of the inventories have been done as per the books of the company. The net realizable may differ and will affect the profit and loss of the company to that extent.

6. The company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

7. The company has no formal Audit Department as such. However its control procedure ensures reasonable internal checking of its financial and other records.

8. As per information the company is not required to maintained cost records as prescribed by the central Government u/s 209(1) (d) of companies Act, 1956.

9. According to the records of the company the dues of Sales Tax, income tax, customs, wealth tax, excise duty less which has not been deposited on account of disputes is pending are as under:-

10. The company has been incurring losses since its commercial production in the year 1996. The assets of the company had however been taken over by U.P.F.C., the financial institution u/s 29 SFC Act, in 1998. The company has however accumulated losses to the tune of Rs.3,48,81,930.23/- for the financial year 2010-2011 which is more than 50% of its net worth.

11. Since the company has defaulted in payment of dues of U.P.F.C., the financial institution of the company, its assets were taken over by U.P.F.C. u/s 29 of SFC Act in 1998.

12. The company has not granted loans and advances on the loss of security by way of pledge of shares debentures and securities.

13. The company is not a chit fund, nidhi, mutual receipt / society therefore the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable.

15. The company has not given any guarantee for loans taken by others from banks or financial institution.

16. No other loans have been raised during the year.

17. The company has not raised any funds whether short or long term.

18. The company has not made any preferential allotment of shares during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money from the public during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed during the year.

For Gupta Jalan & Associates

Chartered Accountants

Sd/-

(Inder Mohan Singh)

Partner M. No. 087877

Date: New Delhi

Place: 27/05/2011

Mar 31, 2010

1.) We have audited the attached Balance Sheet of M/s Sudev Industries Limited, as on 31st March, 2010 and also the profit and loss statement for the year ending 31st March, 2010. The financial Statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

Further to our comments in the annexure referred to above, we report that:

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

c) The companys Balance Sheet and the profit and loss account dealt with by this report are in agreement with the books of account;

e) 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 directors is disqualified as at 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.

i) in case of the Balance Sheet of the state of affairs of the company as on 31st March, 2010; and ii) in the case of Profit and loss Account of the loss of the company for the year ended on that date.

ANNEXURE

STATEMENT REFERRED TO IN PARAGRAHPH ABOVE OF OUR REPORT

OF EVEN DATE

1. The assets of the company including fixed assets have been taken over by the U.P.F.C., the financial institution. No physical verification has been conducted by the management during the year.

5. As explained to us, there has not been any transaction during the year that needs to be entered in the register maintained under section 301 of the companies Act, 1956 and exceeding during the year to Rs. 5,00,000 or more in respect of each such party.

6. The company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

7. The company has no formal Audit Department as such. However its control procedure ensures reasonable internal checking of its financial and other records.

8. As per information the company is not required to maintained cost records as prescribed by the central Government u/s 209(1) (d) of companies Act, 1956.

9. According to the records of the company the dues of Sales Tax, income tax, customs, wealth tax, excise duty less which has not been deposited on account of disputes is pending are as under:-

Name of the Name of the Amount (Rs Forum where dispute is

statute dues in lacs) pending

Income Tax Act Tax 182.00 High Court of Delhi

10. The company has been incurring losses since its commercial production in the year 1996. The assets of the company had however been taken over by U.P.F.C., the financial institution u/s 29 SFC Act, in 1998. The company has however accumulated losses to the tune of Rs. 3,49,16,528.23 for the financial year 2009- 2010 which is more than 50% of its net worth.

11. Since the company has defaulted in payment of dues of U.P.F.C., the financial institution of the company, its assets were taken over by U.P.F.C. u/s 29 of SFC Act in 1998.

12. The company has not granted loans and advances on the loss of security by way of pledge of shares debentures and securities.

13. The company is not a chit fund, nidhi, mutual receipt / society therefore the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable.

15. The company has not given any guarantee for loans taken by others from banks or financial institution.

16. No other loans have been raised during the year.

17. The company has not raised any funds whether short or long term.

18. The company has not made any preferential allotment of shares during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money from the public during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed during the year.

For Gupta Jalan & Associates Chartered Accountants

Date: Delhi

Place: 27th May, 2010 Sd/-

(Inder Mohan Singh)

Partner

M. No. 087877

Mar 31, 2009

1.) We have audited the attached Balance Sheet of M/s Sudev Industries Limited, as on 31st March 2009 and also the profit and loss statement for the year ending 31st March 2009. The financial Statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2.) We conducted our audit in accordance with auditing standards

generally accepted in India. Those standards require that we plan and perform our audit to obtain, reasonable assurance about whether the ^ financial statements are free of any material misstatements, an audit examining on test basis, evidence supporting the amounts and disclosure 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 presentation. We believe that our audit provides a reasonable basis of our opinion.

3.) As required by the companies (Auditors Report) Order, 2002 issued by the Central Government of India in term of sub-section 227 of the companies act 1956, we enclose in the annexure (1) a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

b) In our opinion, proper books of accounts as required by law have been kept by the company as far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The branch Auditors Report(s) have been forwarded to us and have been appropriately dealt with.

c) The companys Balance Sheet and the profit and loss account dealt with by this report are in agreement with the books of account (and with the audited returns from the branches.)

d) In our opinion, the Balance Sheet and the profit and loss Account dealt by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March 2009 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies Act 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the companies Act, 1956 in the manner so required and give true and fair view in the in conformity with the accounting principles generally accepted in India.

i) In case of the Balance Sheet of the state of affairs of the company as on 31st March 2009 and

ii) In the case of Profit and loss Account of the loss of the company for the year ended on that date.

ANNEXURE STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR REPORT OF EVEN DATE

1. The assets of the company including fixed assets has been taken over by U.P.F.C. , the financial institution. No Physical verification has been conducted by the management during the year.

2. The assets of the Company, including inventories has been taken over by U.P. F.C. financial institution No Physical verification has been conducted by the management. Valuation of the inventories has been as per books of the company. The net realizable value may differ and will effect the Profit & Loss of the company to that extent.

3. We are informed that the company has not taken/granted any loans, secured or unsecured, from to companies firms or other parties listed in the register maintained under section 301 of the companies act, 1956.

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 5. As explained to us, there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the companies act, 1956 and exceeding during the year to Rs. 5,00,000/- or more in respect of each such party.

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

7. The company has no formal internal Audit Department as such. How ever it control procedures ensure reasonable internal checking of its financial and other records.

8. As Per information, the company is not required to maintain cost records as prescribed by the central Government U/s 209(1) (d) of the companies act, 1956.

9. According to the records of the company the dues of sales tax , income tax, customs, wealth tax, excise duty less which has not been deposited on account of disputes and the forums where the dispute is pending are as unders:-

Name of the statute Nature of Amount forum where dispute is pending Dues (Rs. In Laces)

Income Tax Act Tay Rs. 182.00 ITAT, New Delhi. (IT AT order is in favour of the company)

10. The companies has been incurring losses since its commercial production in the year 1996.The assets of the company had however been taken dues by UPFC the financial Institutions U/s 29 of SFC Act, in 1998 .The Company however has acuminated to the tunes of Rs. 34910341.98 for financial year 2008-2009. which are more than 50% its net worth.

11. Since the company had defaulted in repayment of dues of UPFC the financial institution of the company its assets were taken over by UPFC U/s 29 of 6FC act in 1998.

12. The company has nor granted loans and advances on the loss of security by way of pledge of shares debentures and the securities.

13. The Company is nor a chit fund nidhi mutual receipt/society, therefore the provisions of clause 4 (xii) the companies ) Auditors Report) under 2003, and our applicable to the company.

14. In our opinion the companys nor dealing in or loading in shares securities debentures and other investments. Accordingly the provisions of clause 4(xii) of the companies (Auditors Report) order 2003, are not applicable to the company.

15. The company has not given any guarantee for loans taken by other from banks or financial institution.

16. No than loan has been raised during the year.

17. The company has not raised any funds whether short term or long term.

18. The company has not made any preferential allotment of shares during the year

19. The company has nor issued any debentures during the year.

20. The company has nor raised any money from public during the year.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Gupta Jalan & Associates Chartered Accountants

Date: 31/8/2009

Place:New Delhi

(I.M. SINGH) Partner

Mar 31, 2008

1. We have audited the attached Balance Sheet of M/S SUDEV INDUSTRIES LIMITED, as on 31st, March 2008 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies (Auditors Report) Order, 2002 issued by the Central Government of India in term of sub-section (4-A) of Section 227 of the companies act, 1956, we enclose in the Annexure (1) a statement on the matters specified in Paragraph 4 and 5 of the said Order.

Further to our comments in the annexure referred to above, we report that:

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

(b)In our opinion, proper books of accounts as required by Law have been kept by the company as far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors Report(s) have been forwarded to us and have been appropriately dealt with.

(c)The Companys Balance Sheet and the Profit & Loss accounts dealt with by this report are in agreement with the books of account (and with the audited returns^from the branches.)

(d) In Our Opinion, the Balance Sheet and Profit & 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.

(e) On the basis of the written representation received from the directors, as on 31st March, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March 2008 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies Act 1956.

(f) In our opinion an to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2008.

and

ii) In the case of the Profit & Loss Account, of the loss of the company for the year ended on that date.

ANNEXURE STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR REPORT OF EVEN DATE

1. The asset of the company including fixed assets has been taken over by U.P.F.C., the financial institution. No Physical verification has been conducted by the management during the year.

2. The assets of the Company, including inventories has been taken over by U.P. F.C. financial institution No Physical verification has been conducted by the management. Valuation of the inventories has been as per books of the company. The net realizable value may differ and will affect the Profit & Loss of the company to that extent.

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 and fixed assets and for the sale of goods,. In our opinion and according toothed information and explanations given to us there is no continuing failure to correct major weaknesses in internal control.

5. As explained to us, there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the companies act, 1956 and exceeding during the year to Rs. 5,00,000/- or more in respect of each such party.

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

7. The company has no formal internal Audit Department as such. How ever it control procedures ensure reasonable internal checking of its financial and other records.

8. As Per information, the company is not required to maintain cost records as prescribed by the central Government U/s 209(1) (d) of the companies act, 1956.

9. According to the records of the company the dues of sales tax, income tax, customs, wealth tax, excise duty less which has not been deposited on account of disputes and the forums where the dispute is pending are as under:-

Name of the statute Nature of Amount forum where dispute Dues (Rs.In Laces) is pending

Income Tax Act Tax Rs. 182.00 ITAT, New Delhi. (ITAT order is in favour of the company)

10. The companies has been incurring losses since its commercial production in the year 1996.The assets of the company had however been taken dues by UPFC the financial Institutions U/s 29 of SFC Act, in 1998 .The Company however has acuminated to the tunes of Rs. 31447782.40 for financial year 2007-2008. Which are more than 50% its net worth.

11. Since the company had defaulted in repayment of dues of UPFC the financial institution of the company its assets were taken over by UPFC U/s 29 of 6FC act in 1998.

12. The company has nor granted loans and advances on the loss of security by way of pledge of shares debentures and the securities.

13. The Company is nor a chit fund nidhi mutual receipt/society, therefore the provisions of clause 4 (xii) the companies) Auditors Report) under 2003, and our applicable to the company.

15. The company has not given any guarantee for loans taken by other from banks or financial institution.

16. No than loan has been raised during the year.

17. The company has not raised any funds whether short term or long term.

18. The company has not made any preferential allotment of shares during the year

19. The company has nor issued any debentures during the year.

20. The company has nor raised any money from public during the year.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Gupta Jalan & Associates Chartered Accountants Date : 31/8/2008 Place: New Delhi Sd/- (I.M. SINGH) Partner

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