Auditor Report of Laddu Gopal Online Services Ltd.

Mar 31, 2025

We have audited standalone financial statements of Laddu Gopal Online Services Limited (Formerly known as ETT

Limited) (“the company”), which comprise the Balance Sheet as at 31^st March 2025, the Statement of Profit and Loss (including
other Comprehensive Income), the Statement in Changes in Equity and the Cash Flow Statement for the year then ended, and
notes to the financial statement, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as “the standalone financial statement”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements
give the information required by the Act in 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 31^st March, 2025 and profit and total comprehensive income, change in equity and its cash flows for the year ended on that
date.

Basis for Qualified Opinion

• In our opinion and according to the information and explanations provided to us, the provisions of Section 45-IA of
the Reserve Bank of India Act, 1934 is applicable to the company, because the company’s financial assets constitute
more than 50 percent of the total assets and income from financial assets constitute more than 50 percent of the
gross income. However, company does not obtain registration under the provisions of the Section 45-IA of the
Reserve Bank of India Act, 1934.

• Outstanding balance of unsecured loans received, loans advances and trade advances are subject to confirmation
and supporting documents.

• During the year, the company has given loans & advances to corporates which exceeds the limit specified under
Section 186 of the Companies Act, 2013.

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.

Emphasis of Matter

We draw attention to certain matters relating to the financial statements for the period under audit:

• Previous Years’ figures have been taken as certified by previous statutory auditor.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind
AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

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 in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business
Responsibility Report, Corporate Governance and Shareholder’s Information, 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 the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Management’s Responsibility for the 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 and presentation of these financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with
the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of 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
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, matter related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, of 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

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

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

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

• Obtain an understanding of internal financial 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 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.

Materiality is the magnitude of misstatements in the standalone 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 evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the financial statement.

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.

Report on other Legal and Regulatory Requirements

1. 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, 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 financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of written representations received from the directors as on 31^st March, 2025, taken on record by the
Board of Directors, none of the directors is disqualified as on 31^st March, 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 A”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.

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

i. The Company does not have any pending litigations to be disclosed in its Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long term contracts including derivative contracts;

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

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

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

(iii) As per the information and explanation provided to us, the representation under sub clause (i) and (ii)
is not contained any material misstatement.

v. The company has not declared or paid any dividend during the year under audit.

vi. Based on our examination which included test checks, performed by us on the Company, have used
accounting software for maintaining their respective books of account for the financial year ended March
31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software. Further, during the course of
audit, we have not come across any instance of the audit trail feature being tampered with.

2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure B” a statement on the matters Specified
in paragraphs 3 and 4 of the Order.

Date : 28/05/2025 For S D P M & Co.

Place : Ahmedabad Chartered Accountants

Malay Pandit (Partner)

M.No. 046482

FRN : 126741W

UDIN: 25046482BMLDLC9685

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Mar 31, 2024

We have audited the financial statements of ETT Limited (“the Company”), which comprise the
Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for
the year then ended, and Notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “the financial
statements”).

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing 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 audit opinion on the financial statements.

Key Audit Matters

There were no Key audit matters which, in our professional judgment, could be of significance
in the financial statements of the current period to be communicated in our report.

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

The Company’s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board’s Report, Report on Corporate Governance, 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.

Management’s Responsibility for the Financial Statements

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 Standards on Auditing, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), 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 financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

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

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

g) As required by Section 197(16) of the Act, we report that the Company did not pay any
remuneration to its directors during the year.

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 has disclosed the impact of pending litigations on its financial
position in its financial statements (Refer Note 55);

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

iii. The Company was not required to transfer any amount to the Investor Education and
Protection Fund.

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 (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall:

i) 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

ii) 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 (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall:

i) 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

ii) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such 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. The Company has not declared/paid any dividend during the year and subsequent to
the year-end.

for VSD & Associates
Chartered Accountants
FRN. 008726N

Sd/-

(Vinod Sahni)

Place: New Delhi Partner

Dated: 10^th May, 2024 M. No. 086666

UDIN: 24086666BKCAM19058

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Mar 31, 2015

We have audited the accompanying standalone financial statements of ETT LIMITED ("the Company") which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2015, and its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) with respect to the other matters 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 has disclosed the impact of pending litigations on its financial position in its financial statements – refer Note 34 to the 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.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report of even date to the members of the Company on the standalone financial statements for the year ended 31 March, 2015

Taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Company's fixed assets;

(b) A major portion of the fixed assets has been physically verified by the management during the year. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals during the year by the management.

(b) In our opinion, 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) The Company is maintaining proper records of inventory. No material discrepancies between the physical inventory and the book records were noticed on physical verification.

(iii) The Company has granted interest free unsecured loan to one of its subsidiary companies covered in the register maintained under Section 189 of the Companies Act, 2013 ("the Act").

(a) The terms of arrangement for such loan do not stipulate any interest and any repayment schedule. Accordingly paragraph 3(iii)(a) of the Order is not applicable to the Company.

(b) There is no overdue amount in respect of the loan granted to such company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) The maintenance of cost records has not been specified by the Central Government for the Company under Section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, Income Tax, Value Added Tax, Service Tax and other material statutory dues with the appropriate authorities.

According to the information and explanations given to us, no undisputed material amounts payable in respect of provident fund, employees' state insurance, Income Tax, Value Added Tax, Service Tax and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of Income Tax or Value Added Tax or Service Tax which have not been deposited with the appropriate authorities on account of any dispute, except as given below:

Name of Nature of Amount Period to which the Statute the Dues (Rs.) the amount relates

Commercial Taxes Entry Tax 36,295/- FY under UPVAT 2007- 2008 Act, 2007

Commercial Taxes Sales Tax 1,46,996/- FY under UPVAT Act, 2009 - 2010 2007

Name of the Statute Forum where dispute is pending

Commercial Taxes Assistant Commissioner, under UPVAT Ward- 3, Commercial Tax, Noida Act,2007

Commercial Taxes Assistant Commissioner, under UPVAT Act, Ward - 3, Commercial Tax, Noida 2007

(c) The Company is not required to transfer any amount to the Investor Education and Protection Fund and accordingly, paragraph 3(vii)(c) of the Order is not applicable to the Company.

(viii) The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss in the financial year ended 31st March 2015 and the immediately preceding financial year.

(ix) In our opinion and according to the records of the Company examined by us and the information and explanations given to us, during the period under audit, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(x) In our opinion and according to the information and explanations given to us and based on the documents and records produced before us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the term loan has been applied for the purpose for which it was obtained.

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

for VSD & ASSOCIATES for L. D. SARAOGI & CO. Chartered Accountants Chartered Accountants (Firm's Registration No. 008726N) (Firm's Registration No. 005524N)

Sd/- Sd/-

(Vinod Sahni) (Jitender Saraogi)

Partner Partner

Membership No. 086666 Membership No. 502337

Place of Signature: Delhi

Date: May 30, 2015

---

Mar 31, 2014

We have audited the accompanying financial statements of ETT LIMITED ("The Company") which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

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

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

b) in our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books:

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

d) in our opinion, the balance sheet, statement of profit & loss and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Referred to in our Report of even date to the members of ETT Limited on the accounts for the yearended31st March 2014,

(i) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year and therefore going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information & explanations 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 nature of its business.

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loan to one (01) Subsidiary covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 19,16,20,000/- and the year-end balance of loan given to such company was Rs. 19,16,20,000/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number4(iii) (c) and 4(iii) (d) of the Order.

(d) According to the information and explanations given to us, the company has taken interest -free unsecured loans from four (04) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 6,50,00,000/- and the year end balance of loans taken from such other parties was Rs. 6.50.00.000/-.

(e) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(f) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number4(iii) (g) of the Order.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions, made in pursuance of such contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00.000/- in respect of any party during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) According to the information and explanation given to us, there is no formal internal audit system in the Company however; internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to the information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax and Cess etc. outstanding for a period of more than six months at 31st March 2014 from the date they became payable, except as given below:

Name of the Nature of Amount Period to Due Date Date of Statute the Dues (Rs.) which the Payment amount relates

Haryana Muni- Property 3,58,000/- F.Y F.Y Not Paid cipal Corpor- Tax 2007-2008 2007-2008 till date ation Act,1994 to to 2013-2014 2013-2014

(c) According to the information and explanations given to us there is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except as given below:

Name of Nature of Amount Period to which Forum where the Statute the Dues (Rs.) which the amount dispute is relates pending

Commercial Entry Tax 36,295/- F.Y 2007-2008 Assistant Commis- Taxes under sioner, Ward-3, UPVAT Act, Commercial Tax, 2007 Noida

Commercial SalesTax 1,46,996/- F.Y 2009-2010 Assistant Commis- Taxes under sioner, Ward-3, UPVAT Act, Commercial Tax, 2007 Noida

Income Tax Income Tax 286,237/- A.Y 2010-2011 Commissioner of Act, 1961 Income Tax, Appeal-II, Income Tax Office, New Delhi

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31sl March 2014 and the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company

(xiii) The Company is nota chit fund Company or nidhi/ mutual benefitfund/society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has made certain investments in shares & Mutual Funds and has maintained proper records of these transactions and contracts and timely entries have been made therein. All the Investments are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loan taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xiii) of the order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the term loan has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies, Act 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

(xxi) According to the information and explanations given to us, nofraud on or by the Company has been noticed or reported during the year.



for VSD & Associates for L. D. Saraogi & Co.

Chartered Accountants Chartered Accountants F.R.NO.008726N F.R.No.005524N

Sd/- Sd/-

(VinodSahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : May22,2014

---

Mar 31, 2013

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

d) in our opinion, the balance sheet, statement of profit & loss and cash flow statement 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 representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Referred to in our Report of even date to the members of ETT Limited on the accounts for the year ended 31st March 2013.

(i) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, a substantial part of the fixed assets has been disposed off during the year. However, going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information & explanations 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 nature of its business.

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loans to three

(03) Subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 913,125,000/- and the year-end balance of loans given to such companies was Rs. 26,120,000/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (c) of the Order.

(d) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (d) of the Order.

(e) According to the information and explanations given to us, the company has taken interest –free unsecured loans from four

(04) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 52,500,000/- and the year-end balance of loans taken from such other parties was Rs. 52,500,000/-.

(f) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (g) of the Order.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) (i) In our opinion and according to the information and explanations given to us, in respect of transaction made in pursuance of such arrangement as referred to in Note 32 of the financial statement, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transaction was made at prevailing market prices at the relevant time.

(ii) In our opinion and according to the information and explanations given to us, in respect of other transactions, made in pursuance of such contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) There is no formal internal audit system in the Company however; internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to the information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty and Cess etc. outstanding for a period of more than six months at 31st March 2013 from the date they became payable except as given below:

Name of the Nature of Amount Period to which Statute the Dues (Rs.) the amount relates

Income Tax TDS 1,000/- August 2012 Act, 1961

Finance Act, 1994 Service Tax 1,236/- August 2012



Name of the Statute Due Date Date of payment

Income Tax Act, 1961 September 07, 2012 April 30, 2013

Finance Act, 1994 September 06, 2012 May 06, 2013



(c) There is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except as given below:

Name of the Nature of Amount Period to which Statute the Dues (Rs.) the amount relates

Commercial Taxes Entry Tax 36,295/- F.Y 2007 – 2008 under UPVAT Act, 2007

Income Tax Act, Income Tax 286,237/- A.Y 2010 – 2011 1961

Name of the Statute Forum where dispute is pending

Commercial Taxes under Assistant Commissioner, UPVAT Act, 2007 Ward-3, Commercial Tax, Noida

Income Tax Act, 1961 Commissioner of Income Tax, Appeal-II, Income Tax Office, New Delhi

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31st March 2013 and the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company.

(xiii) The Company is not a chit fund Company or nidhi / mutual benefit fund / society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. However, the Company has made certain investments in shares & Mutual Funds and has maintained proper records of these investment transactions and timely entries have been made therein. All the Investment are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company had given corporate guarantee for term loan taken by its subsidiary from a bank. By virtue of the said term-loan being satisfied in full during the current financial year, the above corporate guarantee stands nullified. The terms and conditions thereof, were prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the other term loans have been applied for the purpose for which they were obtained except for a term loan that has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

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

for VSD & Associates for L. D. Saraogi & Co. Chartered Accountants Chartered Accountants F.R. No. : 008726N F.R. No. : 005524N

Sd/- Sd/- (Vinod Sahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : May 30, 2013

---

Mar 31, 2012

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

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

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

(iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss 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;

(v) On the basis of written representations received from the 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 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

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

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date to the members of ETT Limited on the accounts for the year ended 31st March 2012.

(i) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year and therefore going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information & explanations 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 nature of its business.

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loans to two (02) Subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 750,650,000/- and the year end balance of loans given to such companies was Rs. 559,940,500/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (c) of the Order.

(d) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (d) of the Order.

(e) According to the information and explanations given to us, the company had taken interest–free unsecured loans from two (02) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the current year was Rs. 12,750,000/- and the year end balance of loans taken from such other parties was Rs. Nil.

(f) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (g) of the Order.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) There is no formal internal audit system in the Company however, internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty and Cess etc. outstanding for a period of more than six months at 31st March 2012 from the date they became payable.

(c) There is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except for the demand of Entry Tax for Rs. 36,295/- under UPVAT Act, for the year 2007 – 2008 against which the Company had filed an application for rectification u/s 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida, during the year under review.

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31st March 2012 and the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company.

(xiii) The Company is not a chit fund Company or nidhi / mutual benefit fund / society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. However, the Company has made certain investments in shares and has maintained proper records of the transactions and timely entries have been made therein. All the shares are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for term loan taken by its subsidiary from a bank. The terms and conditions thereof, are prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the other term loans have been applied for the purpose for which they were obtained except for a term loan that has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

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

for VSD & Associates for L. D. Saraogi & Co. Chartered Accountants Chartered Accountants F.R. No. : 008726N F.R. No. : 005524N

Sd/- Sd/- (Vinod Sahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : August 13, 2012