Auditor Report of Nurture Well Industries Ltd.

Mar 31, 2025

TO THE MEMBERS OF INTEGRATED INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

1. OPINION

We have audited the accompanying Standalone Financial Statements of Integrated Industries Limited (''the Company''), which comprise the Balance Sheet as at 31.03.2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to the Standalone Financial Statements, including a summary of Material Accounting Policies and other explanatory information (hereinafter referred to as âthe Standalone Financial Statementsâ).

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 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ( âInd ASâ) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31.03.2025, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made 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 on the Standalone Financial Statements.

3. KEY AUDIT MATTERS

Key audit matters (âKAMâ) are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter

Auditorsâ Response

Valuation, accuracy, completeness â¢ Trade receivables constitutes material component of Financial Statement. Correctness, completeness, and valuation are critical for reflecting true and fair financial results of operations.

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

â¢ We evaluated the company''s procedures for recognizing and measuring trade receivables to ensure that they are accurately stated in the financial statements.

â¢ We considered the risk of trade receivables being understated due to unrecorded or omitted transactions.

â¢ We focused on the recoverability of trade receivables, especially in situations where significant amounts are overdue or there is evidence of potential credit risks. We also assessed the company''s assessment of collectability, reviewed supporting documentation, and evaluated the adequacy of any impairment provisions.

â¢ We assessed the adequacy and accuracy of the disclosure related to trade receivables in the financial statements.

4. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORâS REPORT THEREON

The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directorâs Report including Annexures to Directorâs Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report and Report on Corporate Governance but does not include the Standalone Financial Statements and our auditorsâ report thereon. The above-referred information is expected to be made available to us after the date of this Auditorâs report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not and will 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 identified above and, in doing so, consider whether the 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 on the other information that we obtained prior to the date of this auditorâs report, 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.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of

the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Board of Directors is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.

6. AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

As part of an audit in accordance with SAs, specified under section 143 (10) of the act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

â¢ 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.

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

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ 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 misstatement in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) Planning the scope of our audit work and in evaluating the results of our work: and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditorâs 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.

7. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

I As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

II 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 purpose of our audit of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 with reference to financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ wherein we have expressed an unmodified opinion; and

g) With respect to the matter to be included in the Auditorâs Report under section 197(16), In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

h) With respect to the other matters to be included in the Auditorâs 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 as at 31 March 2025;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 2025;

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

iv. a. The management has represented that, to the best of its knowledge and belief, no funds 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 (âIntermediariesâ), 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 (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(s) or entity(ies), 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 persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

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

vi. 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 audit trail feature being tampered with.

Additionally, the audit trail has been preserved by the Company as per the statutory requirement for record retention.

FOR PREM GUPTA & COMPANY

Chartered Accountants

Firmâs Registration No. 000425N

CA MONIKA JAIN

Partner

M.No. 556749

UDIN: 25556749BMIWSI5325

Dated: 28.05.2025 Place: New Delhi

Mar 31, 2024

INTEGRATED INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

1. OPINION

We have audited the accompanying Standalone Financial Statements of Integrated Industries Limited (''the Company''), which comprise the Balance Sheet as at 31.03.2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to the Standalone Financial Statements, including a summary of Material Accounting Policies and other explanatory information (hereinafter referred to as âthe Standalone Financial Statementsâ).

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 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ( âInd ASâ) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31.03.2024, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

2. BASIS FOR OPINION

3. KEY AUDIT MATTERS

Key Audit Matter

Auditorsâ Response

Valuation, accuracy, completeness and disclosures pertaining to Trade Receivables

â¢ Trade receivables constitutes material component of Financial Statement. Correctness, completeness, and valuation are critical for reflecting true and fair financial results of operations.

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

â¢ We evaluated the company''s procedures for recognizing and measuring trade receivables to ensure that they are accurately stated in the financial statements.

â¢ We considered the risk of trade receivables being understated due to unrecorded or omitted transactions.

â¢ We assessed the adequacy and accuracy of the disclosure related to trade receivables in the financial statements.

4. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORâS REPORTTHEREON

Our opinion on the Standalone Financial Statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

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

The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.

6. AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

As part of an audit in accordance with SAs, specified under section 143 (10) of the act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

7. OTHER MATTERS

The Standalone Financial Information of the Company for the year ended 31.03.2023 included in the Standalone Financial Statements, were audited by the then Statutory Auditors of the Company, who was predecessor audit firm, and they had expressed an unmodified opinion on Standalone Financial Statements vide their audit report dated 28.04.2023.

Our opinion is not modified in respect of the above matter.

8. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

I As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by

the Central Government of India in terms of Section 143(11) of the Act we give in the

"Annexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order,

to the extent applicable.

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

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act , read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditorâs 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 as at 31 March 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^stMarch 2024

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

iv. a. The management has represented that, to the best of itâs 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(s) or entity(ies), including foreign entities (âIntermediariesâ), 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 (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 itâs knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), 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 persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

As proviso to Rule 3(1) of the Companies (Accounts) Rule 2014 is applicable from 01.04.2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules 2014 on preservation of audit trail as per statutory requirements for record retention is not applicable for the financial year ended 31.03.2024.

FOR PREM GUPTA & COMPANY

Chartered Accountants

Firmâs Registration No. 000425

Sd/-

CA Monika Jain

Partner

M.No. 556749

UDIN: 24556749BKATSZ2292

Place: Noida

Dated: 29.5.2024

Mar 31, 2014

We have audited the accompanying financial statements of Integrated Technologies Ltd. ("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 notified under the Companies Act, 1956 ("the Act") read with the 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 fair presentation of the financial statements that 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 Company''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.

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.

Emphasis of Matter

We draw attention:

(a) That no provision has been made in respect of disputed Custom & Central Excise duty of Rs. 66.533 million which has been shown as a contingent liability (refer note no. 17 (II) (3) read with note no 17 (II)(1)(a);

(b) That no provision has been made in respect of a sum of Rs. 8.423 million payable to HARTRON (Haryana State Electronic Development Corporation) with interest @ 9% p.a. w.e.f. 1.11.2000 which has been shown as a contingent liability (refer note no. 17 (II) (5) read with note no 17 (II)(1)(d);

(c) Write back of Rs. 25,248,041.43 payable to M/s Pronet Systems being considered not payable (refer note no. 12).

(d) Write off of raw materials of Rs. 1,045,114.29 since found obsolete/unusable (refer note no. 13).

(e) Write off of finished goods of Rs. 70,175.00 since destroyed and work in progress of Rs. 26,244,062.36 scrapped and valued at Rs. 799,820.00. (refer note no. 14).

(f) Amount recoverable in respect of Cenvet Credit and input VA T charged to revenue (refer to note . 16) Our opinion is not qualified in respect of these matters.

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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 Act.

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 1 under heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts for the year ended 31st March 2014)

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

(b) The fixed assets of the company have been physically verified by the management at the end of the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets during the year.

ii) (a) Inventories have been physically verified by the management during the year.

(b) In our opinion and according to information and explanations given to us the procedures followed for physical verification is reasonable considering the size and nature of the business.

(c) In our opinion and according to information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material and have been properly dealt with in the books of accounts.

iii) (a) According to information and explanations given to us, the company has not granted secured or unsecured Loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore clause (a) to (d) of para 4(iii) will not be applicable to the Company.

(b) The company has taken unsecured loans from four parties covered in the register maintained under section 301 for the Companies Act, 1956. The yearend balance was Rs. 43,623,871/- and maximum amount due at any time during the year was Rs. 60,545,557/-.

(c) These loans are interest free and no repayment period is stipulated as informed to us. In our opinion, other terms and conditions are not prejudicial to the interest of the company.

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 business with regard to purchase of inventory and fixed assets and for the sale of goods and services.

v) In respect of transaction covered under section 301 of the Companies Act, 1956:

a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, each of these transactions made in pursuance of contracts or arrangement entered in the register maintained u/s 301 of Companies Act, 1956, and aggregating during the year to Rs. 500,000 or more, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, material or services.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

vii) In our opinion, the company has its own internal audit system commensurate with the size and nature of its business and needs improvement.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the company. ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employee''s state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other material undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they become payable except income tax dues of Rs. 2,000,000 for assessment years 1995-96 to 1997-98.

(b) The disputed outstanding statutory dues are as under as per information and explanations given to us and records provided for our examination:

Name of Nature of dues Amount (Rs) Period to which Statue the amount relates

The Central Excise & Custom duty fore 1995-96 to 2010-11 Excise gone on the imported/ 6,65,33,319 Act,1944 indigenous raw materials & capital goods

Income Tax U/s 143(3) 17,62,756 AY 1998-99 Act,1961

Income Tax Interest 19,32,005 AY 1995-96 to Act 1961 1997-98

Name of Statute Forum where dispute is pending

The Central Excise Act,1944 Commissioner of Central Excise, Gurgaon

Income Tax Act,1961 ITAT

Income Tax Act,1961 CBDT

x) The accumulated losses of the company are more than fifty percent of its net worth as at the end of the financial year. The company has incurred cash losses of Rs. 2,161,044/- during the year ended 31st March 2014. However, there were cash losses in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

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

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

xiv) According to information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

xv) According to information and explanations given to us, the company has not given any guarantee for loan taken by others from bank or financial institution[[

xvi) According to information and explanations given to us, no term loans have been raised by the company during the year.

xvii) According to information and explanations given to us, and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long- term investment by the company and vice-versa.

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

xiv) The company does not have any outstanding debentures during the year.

xv) The company has not raised any money through a public issue during the year.

xvi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period covered by our audit.

For S. K. Mittal & Co Chartered Accountants FRN No. 001135N

Krishan Sarup Place :New Delhi Partner Dated:30-05-2014 M.No. 010633

Mar 31, 2012

We have audited the attached Balance Sheet of INTEGRATED TECHNOLOGIES LIMITED as at 31st March 2012 and also the Profit and Loss Account and 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.

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.

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

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

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

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

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account 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 explanation given to us, the said accounts read with other note no. 4 regarding show cause notice of Excise for deposit of Rs 665.33 lacs considered as contingent liability, other note no. 6 regarding Arbitral award by arbitrator directing the company to deposit Rs 84.23 lacs along with interest @ 9% p.a. from 1st November 2000 till the date of payment to Haryana State Electronic Development Corporation which is considered as contingent liability, and other note no. 7 regarding receipt of Rs. 450 lacs towards sale of land and building considered an advance pending execution of sale deed and handing over the possession and other notes appearing in Schedule of other notes no. 17(II) 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2012, and

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

c) In the case of cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to our report of even date on the accounts for the year ended 31st March 2012)

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

(b) The fixed assets of the company have been physically verified by the management at the end of the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to explanations given to us, during the year, the company has not disposed of any fixed assets.

ii) (a) Inventories have been physically verified by the management during the year

(b) In our opinion and according and explanation given to us the procedures followed for physical verification is reasonable considering the size and nature of the business.

(c) In our opinion and according to information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material and dealt in accounts.

iii) (a) According to information and explanations given to us, the company has not granted secured or unsecured Loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956,. Therefore clause clause (a) to (d) of para 4(iii) will not be applicable to the Company.

(b) The company has taken unsecured loans covered in the register maintained under section 301 for the Companies Act, 1956. The year end balance was Rs 3,56,69,646.53 and maximum amount due at any time during the year was Rs3,60,21,396.53.

(c) These loans are interest free and no repayment period is stipulated as informed to us. In our opinion other terms and conditions are not prejudicial to the interest of the company.

(d) Secured loan of Rs 3,25,00,000 outstanding at beginning of the year has been paid in full during 2011-12.

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 business with regard to purchase of inventory and fixed assets and for the sale of goods and services.

v) In respect of transaction covered under section 301 of the Companies Act, 1956:

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

(b) In our opinion and according to the information and explanations given to us, each of these transactions made in pursuance of contracts or arrangement entered in the register maintained u/s 301 of Companies Act, 1956, and aggregating during the year to Rs. 5,00,000/- or more, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, material or services.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

vii) In our opinion, the company has its own internal audit system commensurate with the size and nature of its business and needs improvement.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the company.

ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employee''s state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, cess and other material statutory dues and other undisputed statutory dues were outstanding, at the year end, for a period of more than six from the date they become payable except income tax dues of Rs 20,00,000 for assessment years 1995-96 to 1997-98.

(b) The disputed outstanding statutory dues are as under as per information and explanations given to us and records provided for our examination:

Name of Nature of dues Amount (Rs) Period to which the Forum where dispute is Statue amount relates pending

The Central Excise & custom duty foregone 1995-96 to 2010-11 Commissioner of Central Excise on the imported/ indigenous 6,65,33,319 Excise, Gurgaon Act,1944 raw materials & capital goods

Income Tax U/s 143(3) 17,62,756 AY 1998-99 ITAT Act,1961

Income Tax Interest 19,32,005 AY 1995-96 to 1997-98 CBDT Act,1961

ii) The accumulated losses of the company are more than fifty percent of its net worth as at the end of the financial year. Further, the company has incurred cash losses during the year ended 31st March 2012 and in the immediately preceding financial year.

iii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

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

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

vi) According to information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

vii) According to information and explanations given to us, the company has not given any guarantee for loan taken by others from bank or financial institution.

viii) According to information and explanations given to us, no term loans have been raised by the company during the year.

ix) According to information and explanations given to us, and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long- term investment by the company and vice-versa.

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

xi) The company did not have any outstanding debentures during the year.

xii) The company has not raised any money through a public issue during the year.

xiii) According to the best of our information and knowledge and belief and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the period covered by our audit.

For S. K. Mittal & Co

Chartered Accountants

FRN No. 001135N

Krishan Sarup

Place:New Delhi Partner

Dated:29-06-2012 M.No. 010633

Mar 31, 2011

We have audited the attached Balance Sheet of INTEGRATED TECHNOLOGIES LIMITED as at 31st March 2011 and also the Profit and Loss Account and 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.

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.

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

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

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

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

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; except creating a deferred tax asset in the books of account of Rs 474.96 laks till 2009-10 in spite of uncertainty of profits.(Refer Note no. 4 of schedule 13)

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

vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with Note No 9 regarding show cause notice of Excise for deposit of Rs 620 laks considered as contingent liability, Note No. 10 regarding Arbitral award by arbitrator directing the company to deposit Rs 84.23 laks along with interest @ 9% p.a. from 1st November 2000 till the date of making the payment to Haryana State Electronic Development Corporation, which is considered as contingent liability, and other notes appearing Schedule 13, 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2011, and b in the case of the Profit & loss Account, of the loss for the year ended on that date. c) in the case of cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to our report of even date on the accounts for the year ended 31st March 2011)

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

(b) The fixed assets of the Company have been physically verified by the management at the end of the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to explanations given to us, during the year, the Company has not disposed of any fixed assets.

ii) (a) Inventories have been physically verified by the management during the year

(b) In our opinion and according and explanation given to us the procedures followed for physical verification is reasonable considering the size and nature of the business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material and dealt in accounts.

iii) (a) According to information and explanations given to us, the company has not granted secured or unsecured Loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956,. Therefore clause clause (a) to (d) of para 4(iii) will not be applicable to the Company.

(b) The company has taken unsecured loans covered in the register maintained under section 301 for the Companies Act, 1956. The year end balance was Rs. 306,83,023.50/-

(c) As per our examination records of the company and explanation and information given to us no interest is provided on the above loans taken by the company. In our opinion other terms and conditions are not prejudicial to the interest of the company.

(d) As per the BIFR scheme so far as repayment of secured loan is concerned, the company the company is required to pay Rs 40 laks each year from the financial year 2008-2009 onwards. However till 31st March 2011 no payments has been made in this regard. For the repayment of unsecured loan no time has been fixed therefore this sub-clause is not applicable to the unsecured loan. However the entire secured loan has been repaid on 5th July 2011.

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 business with regard to purchase of inventory and fixed assets and for the sale of goods and services.

v) In respect of transaction covered under section 301 of the Companies Act, 1956:

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

(b) In our opinion and according to the information and explanations given to us, each of these transactions made in pursuance of contracts or arrangement entered in the register maintained u/s 301 of Companies Act, 1956, and aggregating during the year to Rs. 5,00,000/- or more, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, material or services.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

vii) In our opinion, the Company has its own internal audit system commensurate with the size and the nature of its business & needs improvement.

viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues except the following which are outstanding as on 31.03.2011 for a period more than six months from the date they become payable are given below:

S.No Particulars Amount outstanding as on 31.03.2011 (Rs)

2. Income Tax 2,000,000.00

(b) As per the scheme of approved by BIFR, CBDT was to waive interest on income tax demand of Rs 19.32 laks. However the CBDT has rejected the request for the same, vide its order F.NO.2 (1625)DIT/BIFR2006-07/566 dated 04.06.2009. According to information and explanation provided to us, the company has yet to file a revision petition against the said order for the further consideration. In our opinion except this, there are no dues of income tax, sales tax, wealth tax service tax, custom duties and excise duty which has not been deposited on account of any dispute.

x) In our opinion the accumulated losses are more than 50 % of the Net Worth of the company. Further, the company has incurred cash loss during the year ended 31st March 2011 of Rs85.05 laks. The company has incurred cash loss of Rs82.91 laks in the immediately preceding financial year. Refer Note No 14 of schedule 13.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

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

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

xiv) According to information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv) According to information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution.

xvi) According to information and explanations given to us, no term loans have been raised by the company during the year.

xvii) According to information and explanations given to us, and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long- term investment by the company and vice-versa.

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

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money through a public issue during the year.

xxi) According to the best of our information and knowledge and belief and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the period covered by our audit.

For S. K. Mittal & Co

Chartered Accountants

FRN No. 001135N

S. K. Mittal

Place : New Delhi Partner

Dated : 01-09-2011 M.No. 08506

Mar 31, 2010

We have audited the attached balance sheet of INTEGRATED TECHNOLOGIES LIMITED as at 31st March, 2010, the profit & loss account and the cash flow statement for the year ended on that date together with annexure 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

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

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

1. 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.

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

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

4. In our opinion the profit and loss account, balance sheet and cash flow comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and the profit and loss account read with the schedules and notes to the accounts thereto, give the information required by the Companies Act, 1956 in the manner so required and give the true and fair view in conformity with the accounting principles generally accepted in India:

-In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2010. and,

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

-In the case of cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORSÃ REPORT

(Referred to in paragraph 3 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, Including quantitative

details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) From the examination of records we found that no substantial parts of fixed assets have been disposed off during the period.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on the verification between the physical stock and books records were not material.

(iii) (a) The Company has not granted any loan secured or unsecured to any Company, firm or other party covered in the register maintained under Section 301 of the Companies Act,

1956.Therefore clause (a) to (d) of para 4(iii) will not be applicable to the Company.

(b) The Company has taken secured loan from one Company and unsecured loan from five parties covered in the register maintained under Section 301 of the Companies Act, 1956. Maximum amount involved in case of secured loan is Rs.325.00 lakhs and in case of unsecured loan is Rs 240.84 lakhs during the year. The amount outstanding of secured and unsecured loan providers as on 31.03.2010 is Rs 325.00 lakhs and Rs 240.84 lakhs respectively.

(c) As per our examination of records of the Company and explanation and information given to us no interest is provided on the above loans taken by the Company. In our opinion other terms and conditions are not prejudicial to the interest of the Company.

(d) As per the BIFR scheme so far as repayment of secured loan is concerned, the Company is required to pay Rs 40 lakhs each year from the financial year 2008-2009 onwards. However till the completion of our audit no payment has been made in this regard. For the repayment of unsecured loan no time has been fixed therefore this sub-clause is not applicable to the unsecured loan.

(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, fixed assets and sale of goods. During the audit we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) (a) In our opinion the transactions that needed to be entered into the register maintained u/s 301 of the Act, have been so entered.

(b) Transactions covered under Section 301 of the Companies Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public, accordingly the provisions requiring that, whether the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Act and the rules framed thereunder, where applicable, have been complied with, is not applicable to the Company.

(vii) The Company has its own internal audit system commensurate with its size and nature of its business.

(viii) The provisions requiring maintenance of cost records as prescribed by the Central Government under Clause (d) of sub-section (1) of Section 209 of the Act, are not applicable to the Company.

(ix) (a) As per records of the Company, the Company is regular in depositing of undisputed statutory dues except the following which are outstanding as on 31.03.2010 for a period more than six month from the date they became payable are given below:

S.No Particulars Amount outstanding

as on 31.03.2010 (Rs)

1. Sales Tax 19,407.00

2. Income Tax 2,000,000.00

(b) As per the scheme approved by the BIFR, CBDT was to waive interest on income tax demandof Rs 19.32 lakhs. However the CBDT has rejected the request for the same, vide its order.No.2 (1625)/DIT /BIFR /2006-07 /566 dated 04.06.2009. According to information andexplanation given to us, the company has yet to file a revision petition against the said order forthe further consideration. In our opinion except this, there are no dues of Income Tax , salestax, wealth tax , service tax , custom duties and excise duty which has not been deposited on account of any dispute.

(x) In our opinion the accumulated losses are more than 50% of the Net worth of the Company.

Further, the Company has incurred cash loss during the year ended 31st March, 2010 of Rs.82.91 Lakhs. The Company has also incurred cash loss of Rs 60.07 lakhs in the immediately preceding financial year.

(xi) In our opinion the Company has not made any default in repayment of any dues to any bank or financial institutions. During the year the Company has not issued any debenture. (xii) The provisions requiring that, whether adequate documents and records are maintained, in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities are not applicable to the Company.

(xiii) In our opinion, the Companyis not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4

(xiii) of the order are not applicable to the Company.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debenture and otherinvestment. Accordingly the provisions of clause 4(xiv) of the order are not applicable to the Company.

(xv) The Company has not given anyguarantee for loans taken by others from bank or financial institutions hence the provisions requiring whether the terms and conditions whereof are prejudicial to the interest of the Company, are not applicable to the Company.

(xvi) The Company has not taken an term loan, therefore the provisions requiring that, whether term loans were applied for the purpose for which the loans were obtained, are not applicable to the Company.

(xvii) The provisions requiring that, whether the funds raised on short-term basis have been used for long term investment and vice-versa, are not applicable to the Company.

(xviii) According tothe information and explanation given to us, during the period covered by our audit report, the Company has not made any preferential allotment of Equity Shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The provisions requiring that, whether securities have been created in respect of debentures issued, are not applicable to the Company.

(xx) As no public issue has been made by the Company during the period, the provisions requiring that, whether the management has disclosed on the end use of money raised by public issues and the same has been verified are not applicable to the Company. (xxi) According to the best of our knowledge and belief and according to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For G. K. Kedia & Co

Chartered Accountants

Firm Registration No : 013016N

Gopal Kumar Kedia

Place:New Delhi Partner

Dated:30-07-2010 M.No. 054629 (Peer Review Under Process)

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