Auditor Report of Quint Digital Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Quint Digital Limited (âthe Companyâ), which
comprise the Standalone Balance Sheet as at March 31, 2025,
and the Statement of Standalone Profit and Loss (including
Other Comprehensive Income), the Statement of Standalone
Changes in Equity and the Statement of Standalone Cash
Flows for the year then ended, and notes to the standalone
financial statements, including a summary of standalone
material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (âthe Actâ) 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 (Ind AS) and other
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, and its profit, total
comprehensive loss, changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities
for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India (âthe ICAIâ) together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
ICAI''s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Key Audit Matter

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

S. No.	Key Audit Matters	How the matters were addressed in our audit
1	Assessment of carrying value of investments in subsidiaries, associates and joint ventures The Company has investments in various subsidiaries, associates, joint ventures and other companies.	Our audit procedures included the following: â¢ We obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company''s key controls over the impairment
	The Company accounts for investments in subsidiaries, associates and joint ventures at cost (subject to	assessment of material investments.
	impairment assessment)	â¢ We evaluated the Company''s process for impairment
	The accounting for investments is a Key Audit Matter as	assessment by assessing the appropriateness of the
	the determination of recoverable value for impairment	valuation model used, including an independent review
	assessment involves significant management judgement and estimates.	of key underlying assumptions such as the discount rate,
	The impairment assessment and fair valuation for such	terminal value, and other relevant inputs.
	investments have been carried out by the management	â¢ We evaluated the cash flow forecasts (with underlying
	in accordance with Ind AS 36.	economic growth rate) by comparing them to the budgets
	The key inputs and judgements involved in the impairment assessment of unquoted investments include:	and our understanding of the internal and external factors. â¢ We checked the mathematical accuracy of the impairment
	â¢ Forecast cash flows including assumptions on growth	model and agreed the relevant data with the latest budgets,
	rates	actual past results and other supporting documents.

S. Key Audit Matters
No.

How the matters were addressed in our audit

â¢ Discount rates

â¢ Terminal growth rate

Based on the above procedures performed, we did not identify
any significant exceptions in the management''s assessment
in relation to the carrying value of investments in subsidiaries,
associates and joint ventures.

Information Other than the Standalone Financial Statements
and Auditorâs 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 and Sustainability Report, Corporate Governance
report but does not include the standalone financial statements
and our auditor''s report thereon). The Annual report is expected
to be made available to us after the date of this auditor''s report.

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

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

When we read the Annual Report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and shall comply
with the relevant applicable requirement of SA 720 (Revised),
âThe Auditor''s Responsibilities Relating to Other Information''.

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

The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and
fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards
specified under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

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

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

Auditorâs Responsibilities for the Audit of the Standalone
Financial Statements

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

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

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 financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal
financial controls with reference to standalone financial
statements 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 the Management.

â¢ Conclude on the appropriateness of the Management
and Board of Directors'' use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our Auditor''s Report to the related disclosures
in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor''s report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.

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.

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 financial controls that we
identify during our audit.

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

From the matters communicated with those charged with
governance, we determine those matters that were of most

significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our Auditor''s Report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we 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.

Other Matter

The comparative financial information of the Company as at and
for the year ended March 31, 2024 included in these standalone
financial statements have been audited by the predecessor
auditor who have expressed an unmodified opinion vide its
Audit Report dated May 30, 2024.

Our opinion on the standalone financial statement is not
modified in respect of above matter on comparative financial
information.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, we report to the
extent applicable 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 except
for keeping backup on daily basis of such books of
account maintained in electronic mode in a server
physically located in India (refer Note 2.1(iii) to the
standalone financial statements) and except for the
matter stated in paragraph 2(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

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

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

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

(f) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 2(b) above on reporting under
section 143(3)(b) of the Act and paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014

(g) With respect to the adequacy of the internal financial
controls with reference to the standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in âAnnexure Bâ.

(h) With respect to the other matters to be included in the
Auditor''s Report in accordance with the requirements
of Section 197(16) of the Act, as amended:

in our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
Section 197 of the Act.

(i) 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 standalone
financial statements - Refer Note 41(a) to the
standalone financial statements.

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

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

iv. (a) The Management has represented that,

to the best of it''s 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,
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 it''s 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, 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.

(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances nothing
has come to our notice that has caused us to
believe that the representations under subÂ¬
clause (i) and (ii) of Rule 11(e) of the Companies
(Audit and Auditors) Rules, 2014 as provided
under (a) and (b) above, contain any material
misstatement.

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

vi. Based on our examination which included test
checks, the Company has used accounting
software(s) for maintaining its books of account for
the financial year ended March 31, 2025 which have
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(s),
except for the instance mentioned below:

(a) The feature of recording audit trail (edit log)
facility was not enabled at the application
layer to log any direct data changes for the
software used for maintaining the books of
account relating to payroll, which is operated
by third party software service provider.
Further, in the absence of the âIndependent
auditor''s report in relation to controls at the
service organisation'' (SOC 2 Type II report)
from third party software service provider, we
are unable to comment whether the audit trail
feature of payroll software at the database

level was enabled and operated throughout
the year for all relevant transactions recorded
in the payroll software.

Further, except for the application used for
maintaining the books of account relating
to payroll (as mentioned above), during the
course of our audit we did not come across
any instance of audit trail feature being
tampered with.

Additionally, the audit trail to the extent it
was enabled as stated above, has been
preserved by the Company as per the statutory
requirements for record retention.

For S.N. Dhawan & CO LLP

Chartered Accountants

Firm Registration No.: 000050N/N500045

Rajeev Kumar Saxena

Partner

Membership No.: 077974
UDIN: 25077974BMOBKA2949

Place: Noida
Date: April 30, 2025

Mar 31, 2024

To the Members of Quint Digital Limited (formerly known as

Quint Digital Media Limited)

Report on the Audit of the Standalone Financial StatementsOpinion

1. We have audited the accompanying standalone financial statements of Quint Digital Limited (formerly known as Quint Digital Media Limited) (âthe Company''), which comprise the Balance Sheet as at 31 March 2024 the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. 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 Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (âInd AS'') 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 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

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

5. We have determined the matters described below to be the key audit matter to be communicated in our report.

Key audit matter

How our audit procedures addressed the key audit matter

A. Capitalization and amortization of content development cost

(Refer note 2.2(b) for the accounting policies and note 44 for the disclosures made in the accompanying standalone financial statements)

The Company provides digital media services to its customers by developing diverse digital content such as videos, articles and documentaries, which is monetised by the Company over various digital platforms. The Company has assessed that such digital media content meets the recognition criteria as per Ind AS 38, Intangible Assets.

Our audit procedures relating to capitalization and amortization of content development cost included, but were not limited to the following:

a) Evaluated the appropriateness of accounting policy for capitalization and amortization of such cost in terms of accounting principles enunciated under Ind AS 38.

b) Obtained an understanding from the management, evaluated the design and implementation of Company''s key internal controls in respect of capitalization and amortization of such cost and tested the operating effectiveness of such controls throughout the year.

c) Reviewed the capitalization workings such as direct costs allocated to long-term projects and performed re-computation of amortization workings as per the accounting policy.

d) Tested historical viewing patterns used in determining amortization policy and evaluated the appropriateness of the same.

Key audit matter

How our audit procedures addressed the key audit matter

judgement to be exercised and is dependent on various internal and external factors such as establishing basis for shooting and editing costs, determining direct and indirect costs and further allocating the direct expenses to short term or long-term projects, based on actual number of employee hours incurred on the projects.

The aforesaid, cost capitalized as content development is amortized based on historical and estimated viewing patterns which involves inherent estimation uncertainty.

Considering the materiality of the amounts involved, and high degree of subjectivity relating to management judgement and estimates that required significant auditor attention, we have identified this as a key audit matter in the current year audit.

e) Performed substantive analytical procedures which included quarter on quarter trend analysis considering both qualitative and quantitative factors to identify any unusual trends or any unusual items.

f) Performed sensitivity analysis of certain key assumptions such as hourly rates and language conversion costs pertaining to time cost of employees capitalized to determine the impact of estimation uncertainty.

g) Performed substantive testing of cost capitalized by reviewing the underlying supporting documents such as shooting, editing and travel invoices to confirm the accuracy of amount capitalized; and

h) Evaluated the appropriateness of disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

Information other than the Financial Statements and Auditorâs

Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Directors'' Report but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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 identified above when it becomes available 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.

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

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board ofDirectors. The Company''s

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

8. In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditorâs Responsibilities for the Audit of the StandaloneFinancial Statements

10. 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.

11. As part of an audit in accordance with Standards on Auditing, 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 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 Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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¢ 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; and

â¢ 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.

12. 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.

13. 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.

14. 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in

the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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, except for the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

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;

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) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) 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 Annexure II wherein we have expressed an unmodified opinion; and

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

i. The Company, as detailed in note 39(a) to the standalone financial statements, 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 March 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented that, to the

best of its knowledge and belief, as disclosed in note 46(h) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (âthe 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 (âthe Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, other than as disclosed in note 47 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âthe 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 (âUltimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate

in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under subclauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024.

vi. As stated in note 48 to the standalone financial statements and based on our examination which included test checks, except for instances

mentioned below, the Company, in respect of financial year commencing on 01 April 2023, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below:

Nature of exception noted

Details of Exceptions

Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.

(i) The audit trail feature in the accounting software used for maintenance of all accounting records of the Company was not enabled from 01 April 2023 to 04 April 2023.

(ii) The accounting software used for maintenance and preparation of payroll records of the Company did not capture the details of who made the changes i.e., User Id and when changes were made i.e., timestamp at the application level.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Jyoti Vaish

Partner

Membership No.: 096521 UDIN: 24096521BKEFRJ4478

Place: Noida Date: 30 May 2024

Mar 31, 2023

Quint Digital Media Limited (formerly known as Gaurav Mercantiles Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Quint Digital Media Limited (formerly known as Gaurav Mercantiles Limited) (âthe Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. 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 Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (âInd AS'') 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 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

Key Audit Matters

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key audit matter

How our audit procedures addressed the key audit matter

A. Capitalisation and amortisation of content development cost

(Refer note 2.2(b) for the accounting policy and note 46 for the disclosures made in the accompanying standalone financial statements)

The cost incurred in content development includes scripting, editing, visual effects and quality check and the process to record such costs requires various estimates to be made by the management which involves significant judgement to be exercised and is dependent on various internal and external factors such as establishing basis for shooting and editing costs, determining direct and indirect costs and further allocating the direct expenses to short term or long-term projects, based on actual number of employee hours incurred on the projects.

Our audit procedures relating to capitalization and amortization

of content development cost included, but were not limited to the

following:

a) Evaluated the appropriateness of accounting policy for capitalization and amortization of such cost in terms of accounting principles enunciated under Ind AS 38.

c) Reviewed the capitalization workings such as direct costs allocated to long-term projects and performed re-computation of amortisation workings as per the accounting policy.

d) Tested historical viewing patterns used in determining amortisation policy and evaluated the appropriateness of the same.

Key audit matter

How our audit procedures addressed the key audit matter

The aforesaid, cost capitalised as content development is amortised based on historical and estimated viewing patterns which involves inherent estimation uncertainty. Considering the materiality of the amounts involved, and high degree of subjectivity relating to management judgement and estimates that required significant auditor attention, we have identified this as a key audit matter in the current year audit.

g) Performed substantive testing of cost capitalised by reviewing the underlying supporting documents such as shooting, editing and travel invoices to confirm the accuracy of amount capitalised; and

h) Evaluated the appropriateness of disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

Information other than the Financial Statements and Auditorâs

Report thereon

6. The Company''s Board ofDirectors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Directors'' Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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

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

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation 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 specified

under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditorâs Responsibilities for the Audit of the StandaloneFinancial Statements

to influence the economic decisions of users taken on the basis of these financial statements.

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 Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that 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;

12. 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.

Report on Other Legal and Regulatory Requirements

16. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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;

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 2023 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 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

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

i. the Company does not have any pending litigations which would impact its financial position as at 31 March 2023;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the

best of its knowledge and belief as disclosed in note 48 (h) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (âthe 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 (âthe Ultimate Beneficiaries'') or provide any

guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief as disclosed in note 48 (i) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âthe 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 (âUltimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under subclauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Jyoti Vaish

Partner

Membership No.: 096521

UDIN: 23096521BGYVYQ7299

Place: Noida

Date: 30 May 2023

Mar 31, 2015

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

Management's responsibility for the financial statements:

The Company's Board of Directors is responsible for the matters stated in Section '34(5) of the Companies Act, 2013 (the Act') with respect of the preparation of thane financial statements that give to true and fair view of the financial position, financial performance and cash flows of the Company in according with the accounting principles generally accented in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Tills 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 deled any frauds and other irregularities selection and application of appropriate accounting policies' making judgments and estimates that are ma son able and prudent and design, implementation and maintenance of adequate internal financial control s, that were Operating effective for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these financial statements that gives a true and fair view and free from material misstatement. whether due to fraud of error.

Auditor's responsibility:

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

We have taken into account me provisions of the Act, the accounting and auditing standards and matters which are required to be included if the audit report under the provisions of the Act and The Pulse made hereunder.

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 critical 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 enclosures in the financial statements. The procedures selected opened on the auditor's judgment, Including the assessment of the risks off material misstatement of the financial statements, whether cue to fraud of 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 of order to design audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on which the' the Company has in place an adequate Internal financial control s system over financial reporting and the operating effectiveness of such control s. An audit also includes evaluating the appropriateness of the accounting policies' used and the reasonableness of the accounting estimates life by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion;

In our opinion and to the best of nor is formation and according :o the explanations given to us, the aforesaid financial statements give the informal ion required by the Act in the manner so required and give a true and fair view in. conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015. and its profit 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 section 143(11) of the Act we give in the Annexure a statement on the matters specified In paragraphs 3 and 4 of the Order,

2. As required by section 1-13(3) of the Act, we report that:

a) We have sought and drained 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 Comply, so far an appeal/s from our carination of those books :

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of accounts.

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

e) On the basis of written representations receive from the directors as on March, 31st 2015, and taken on record by the Board of Directors and non of the Directors is disqualified as on March, 31st 2015, from being appointment as a director in terms of section 164(2) of the Act.

f) With respect to the other matters to be Included or the Auditor Report or accordance with Rule 11 of the Companies (Audit, and Auditors) Rules, 2014, in our opinion and to the best of our information and acting to the explanations given to us.

i) The Company has described the impact of pending litigations on its financial position in its financial statements as of March 31, 2015;

ii) The Company did not have any long-term contracts including derivatives contrasts for when there warn any material foreseeable losses.

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

ANNEXURE TO THE AUDITORS' REPORT.

Referred to in paragraph A of the Auditors Report to the members of Ms Gaurav Mercantile United on the Accounts for the year ended 31st March 2015.

(i) (a) The company has maintained proper records showing full particulars. including qualitative profits and situation of fixed assets;

(b) As explained to its, the Company has a programmed of physically verifying all of its fixed assets once it a period of the years, and m accordance there with major portion of fixed assets were physically verified by the management during the year. In our opinion. the decency verification is reasonable having regard to the size of the company end The nature of its assets. The discrepancies noticed on such verification were not material and have been properly dealt with In the books of accounts,

(c) During the year no substantial part of fixed assets have been disposed of by the company.

(ii) (a) As explained to us, the company coes not have any inventory in the current financial year.

(b) As there is no Stock of inventory of the company during the year, this procedures of physical verification and maintenance or records of inventories Is not applicable to the company.

[iii) The Company has not granted any loan, securer or unsecured, to companies, firms Dr other parties cowered" in the register maintained under section 169 of the Act. Therefore, clauses (iii) (a) are (iii) (b) of paragraph 3 of the said order are not applicable to the Company.

(iv) On the basis of information ' arid explanations given to us, we are of the opinion the Company has an adequate internal control procedure commensurate with the size of the company and the nature of its business tor the purchase of inventory, fixed assets and for the sale of goons and services. During the course of our audit, we have not observe any continuing failure to control major weaknesses in internal control s.

(v) In our opinion and according to the information ' and expiations given to us, the Company has not accented any deposits during the year and does not pairs any unclaimed deposits. Therefore, the provisions of the clause 3 M of the Order are not applicable to the Company.

(vi) The provisions of clause 3 (vi) of the Order fire not applicable to the Company as the Company is not covered by the Companies [C03t (Records and Audit) Rules, 2014.

(vii) (a) According to the information ' and explanation given to us and on the base of records produced before us, the Company is generally regular in depositing will- appropriate author has undisputed statutory dues including Investor education protection fund, employees state insurance, income tax, TDS, wealth tax, custom duty, cess and other material statutory dues applicable to it except sales tax demand of Rs.73,559/- as per order dated 11.11.2014 for the FY 2011-12. According to the information ' and explorations given to us, there are no undisputed arrears of statutory dues which was outstanding as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) The According to the information ' am explanations given to us, they are no duos of sales tax, income tax, custom duly, wealth tax, excise duty, cess which nave not been deposited on account of any dispute.

(c) The amount required to be transferred to investor education and protection fund is accordance with the relevant provisions of the Companies Act. 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses and have not incurred cash losses in the current Financial Year and no cash losses were incurred in the immediately preceding Financial Year.

(ix) In our opinion, and according to the information ' and explanations given to us, the company has not Defaulted repayment of dues to a financial institution or bank or debenture of holders.

(x) On the basis of our examination and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

(xi) According to the information ' and explanations given to us. the Company did not avail any term loan during the year.

(xii) To the best of our knowledge and belief and according to the information ' and explanation given to us, no fraud, on or by the company, has been noticed or reported during the year that causes the financial statements materially misstated,

For &P. AGRAWAL & CO.

CHARTERED ACCOUNTANTS

(F. R. No. 302G32E)

(CA.PRADEEPSAMAL)

PARTNER

Membership No. 001353

245, Knber Complex

New Link Road,

Andheri (West}.

Mumbai - 400 053

Date : The 28th Day of May, 2015.

Mar 31, 2014

We have audited the accompanying financial statements of Gaurav Mercantile Ltd., which comprise the Balance Sheet as at March 31, 2014, 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 ("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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation 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. In circumstances when the auditor also has a responsibility to express an opinion on the effectiveness of internal control in conjunction with the audit of the financial statements, the auditor shall omit the phrase that the auditor's consideration of internal control is not for the purpose of expressing an opinion on the effectiveness of 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 Profit and Loss Account, of the profit/ 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 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, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 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 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Gaurav Mercantile Ltd. on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, the company did not had any stock of inventory in the current financial year. (b) As there are no stock of inventory during the current financial year, the procedures of physical verification and maintenance of records of inventories is not applicable to the company.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub section (6) of section 299 of the said Act.

(b) The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the company.

(c) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(d) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub section (6) of section 299 of the said Act. The yearend balance of such loan is NIL and the maximum amount outstanding during the year was Rs.18,00,000 /-.

(e) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or 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) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a niche /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

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

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Majithia & Associates

Chartered Accountants

FRN: 105871W

B. R. Majithia

Partner

Mem. No. : 048194

Date: 28/05/2014

Place: Mumbai

Mar 31, 2013

We have audited the accompanying financial elements of Gaurav Mercantile Limited ("the Company, which comprise the Balance Sheet as at March 31. 2013, and the Statement of Profit and Loss and Cash Flew Statement far the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 flews of the Company In accordance with the Accosting Standards referred to In sub-section (3C) of section 211 of the Companies Act. 1955 (The Act") This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and a if view and are free from material misstatement, whether due Id fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on those- financial statements based on our audit. We conducted our audit in accordance w:.th the Standards on Auditing issued by the Institute of Charted Accountants of India. Those Standards require Bait We comply with, ethical requirements and plan and perform the audit la 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 elements. The procedures selected depend on the auditor judgment including the assessment of the risks of material misstatement or 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 arc 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 the me audit evident we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Qualified Opinion

In cur opinion and to the best of on- information and according to the explanations given to us. the financial statements give the Information ,enquired by the Act in the manner so required and give a Â¦ true and fair view in conformity with the accenting principles generally accepted m India accept for AS 13 "Empower Benefits' issued by ICAI where A3 15 require provision for benefits in respect of gratuity to be made as per actuarial valuation whereas the company has made tries provision on eternity- basis. Hence we are unable to quantify the impact on the profit Â£ loss account of the year under reporting.

a) In the case of the Balance Sheet. of toe slate of affairs of Company as at March 31.2013;

b) In the case of the Profit and Loss Account, of The profit/ loss for the year ended on that date; and

c) In (he case of the Cash Flew Statement, of the cash flows for the year-ended on that date.

Report on Other Legal and Regulatory Requirements

1 ft 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 within 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of it 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 (he 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 8Â» books of account

d) In our opinion. the Balance Sheet. Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (301 of section 211 of the Companies Act 1956 except for qualification mentioned in paragraph "Qualified Opinion- and;

e) On the basis of written representations revived 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 with 2,4 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as lo the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, therefore we are unable to comment on this particular issue.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Gaurav Mercantile Limited. On The accounts of the company far the year ended 31st March, 2013.

On tries basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of per audit, import that:

1. (a) The company has maintained prober records showing full particulars Including quantitative details a n d situation of its fixed assets.

{b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies' were noticed on such verification.

(c) In our opinion and acceding. to the information and explanations given to us, no fined asset has been diseased during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b} In our opinion and according to the information and 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 the nature of its business.

(c) In our opinion and on The basis of our examination of the records, tie Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records,

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured loan. to a Company listed in the register maintained under Section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub-section (6) of Section 23ft of the said Act. The year end balance of such loans granted is NIL and maximum amount outstanding during the year was Rs. 33,00,000/-

(b) In our opinion, the rate of interest and other terms and conditions of siren loans are not prima facie, prejudicial to the interest of the company.

[c) The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the company.

(d) There is no overdue amount in excuse of Rs. 1 lakh in respect of loans granted to companies, firms or ether parties listed in the register maintained under section 301 of the Companies Act, 195B.

(a) According to the information and explanations given to us and on the basis our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses {f) & [g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate: with the size of the company and tried nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure b correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information &. explanation given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions doornail arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act. 1958.

7. As per information & explanations given by the manage merit, life Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by tries Central Government under clause [d) of sub-section {1) of section 209 of the Act,

9. (a) According to the records of the company. undisputed statutory dues including Provident Fund. Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty Excise Duty, cess to the extent applicable and may other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory duns as on 31st of March. 2013 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 is no amounts payable in respect of income tax, wealth tax, service tax. sales tax, customs duty and excise duty Which have not been deposited on account of any disputes,

10. The Company does not have any accumulated loss; and has not incurred can loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financially institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances en the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi 'mutual benefit fund/ society. Therefore. the provision of this clause of the Companies (Auditor's Report) Order 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Proper records & namely entries have been maintained in this regard & further investments specified are held in the down name.

15. According to the information and explanations given to us, the Company has not given any guarantees for ban taken by others from a bank or financial institution.

16. Based on our audit procedures and or. the information given by the management we report that the company has not raised any terms of loans during the year.

17. Eased on the Information and explanations given to us and an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used far long-term investment by the Company,

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year,

19. The Company has no outstanding schedules during the period under audit.

20. The Company has not raised any money by purring issue curing the year.

21. Based on the audit procedures performed aid the information and explanations given to us, we report that no fraud on or by tries Company has been noticed or reported during the year, nor have we been informed of such case by Bio management.

For MAJITHIA & ASSOCIATES

Chartered Accountants

P.R. Jariwala

(Partner)

M. No.126296

Firm Reg. No.; 1Q5&71W

Place : Mumbai

Date : 13.6.2013

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. GAURAV MERCANTILES LIMITED as at 31st , March, 2012 and the Profit and Loss Account of the Company for the year ended on that date annexed there too. 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.

1. We have 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 test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion, Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received, we report that none of Directors are '

disqualified as on 31st March 2012 from being appointed as a Director in terms of section 274 (1)(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the said accounts, read together with significant 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012. (ii) In the case of Profit and Loss Account, of Profit of the Company for the year ended on that date. (iii)in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

Annexure referred to in paragraph 2 of our report of even date on the Financial Statements of M/s. GAURAVMERCANTILES LIMITED, for the year ended 31st March 2012.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we state that:

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

b) As explained to us, physical verification of Fixed Assets was done by the management on yearly basis and no material discrepancies were noticed on such verification. In our opinion, frequency of verification of Fixed Assets is reasonable.

c) Fixed assets disposed of during the year were not material enough to affect the going concern identity of the company.

2. a) The inventories have been physically verified at reasonable intervals during the year by the management.

b) 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) On the basis of our examination of the records of inventory, we are of the opinion that 'the Company' is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. As informed, the Company has granted loans secured or unsecured to Company listed or covered in the register maintained under Section 301 of the Act.

a) According to the information and the explanation given to us, the Company has granted unsecured loan & advance to two parties covered in the register maintained under section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub-section (6) of section 299 of the said Act. The yearend balance of such loans granted is NIL and the maximum amount outstanding during the year was Rs. 175,00,000

b) In our opinion and according to the information & explanations given to us, the company has not taken unsecured loans from any parties listed in the register maintained under section 301 of the Companies Act,1956.

c) As per the information & explanation given to us the terms & condition of such loans given are not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods. We have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. a) According to the information and explanation given to us and as per the records of the company, transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us, there are no transaction of purchase of goods and materials and sale of goods, materials & services, made in pursuance of contracts or arrangements entered in the register maintained under section 301 and aggregating during the year to Rs. 5,00,000/- or more in respect of each party.

6. The company has not accepted any deposit from the public within the meaning of Section 58A & 58AAof the Act and rules framed there under.

7. In our opinion and according to information and explanations given to us, the company has adequate internal audit system (not carried out by a Chartered Accountant) commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under section 209(1 )(d)of the companies Act, 1956 for any of the products of the company.

9. a) According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at I the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the company, there is no disputed amount payable in respect of I sales tax, customs, wealth tax, excise duty, cess and other statutory dues applicable to it.

10. The company has no accumulated losses at the end of the financial year and it has not incurred I cash losses in the financial year under report and the immediately preceding financial year.

11. On the basis of our audit procedures and based on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per information and explanation given by management, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit, fund / society. Therefore, the provisions of clause 4 (xiii) of the paragraph 4 on the order are not applicable.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the paragraph 4 of the order are not applicable.

15. In our opinion and according to the information and explanation given by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loan from the banks and financial institutions during the year, hence the question of its application does not arise.

17. According to the information and explanation given to us and on overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short-term and Long term usage of the funds we are of the opinion that the funds raised on short-term basis have prima facie not been utilized for long-term investment and vice- versa.

18. According to the information and explanation given to us, the company has not made preferential allotment of shares to the parties and companies covered in the resister maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

20. According to the information and explanation given to us, the company has not raised any money by way of public issue during the period.

21. Based upon the audit procedures performed and information and explanation given the management, we report that no fraud on or by the Company has been noticed or reported to / by us during the course of our audit.

For MAJITHIA & ASSOCIATES

Chartered Accountants

RR. Jariwala

(Partner)

M. No. 126298

Firm Reg. No.: 105871W

Place: Mumbai

Date: 9.8.2012

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. GAURAV MERCANTILES LIMITED as at 31st March, 2011 and the Profit and Loss Account of the Company for the year ended on that date Â¦ annexed there to. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on Â¦ our audit.

1 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 Â¦ examining, on test basis, evidence supporting the amounts and disclosures in the financial Â¦ statements An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our options.

2 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| (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified me paragraphs 4 and 5 of the said Order, to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion, Balance Sheet and Profit and Loss Account dealt with by this report I comply with the Accounting Standards referred to in Sub section (3C) of Section 2111 of the Companies Act, 1956 except Accounting Standard 15(Revised)on Retirement! Benefits in case of Gratuity, for not making provision for gratuity. In absence of information the same is not quantifiable now.

e) On the basis of written representations received, we rep are disqualified as on 31st March 2011 from being appoint section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and acc< given to us the said accounts, read together with signification notes thereon, give the information required by the Commoner so required and give a true and fair view in conf principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affair 31st March 2011.

(ii) In the case of Profit and Loss Account, of Profit of the Comp that date.

(iii) In the case of Cash Flow Statement, of the Cash Flow for theÂ

Annexure referred to in paragraph 2 of our report of even date on the Financial Statements of M/s. G AURAV MERCANTILES LIMITED, for the year ended 31st March 2011.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we state that:

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

b) As explained to us, physical verification of Fixed Assets was done by the management arm yearly basis and no material discrepancies were noticed on such verification. In our opinion. frequency of verification of Fixed Assets is reasonable.

c) According to the information and explanations given to us, the company has disposed off party of the fixed assets during the year.

2.a) As per the information and explanations given to us, there are no inventories held with the company and hence question of physical verification does not arise.

b) In our opinion and according to information and explanations given to us, the company does not hold any inventory and hence the procedures of physical verification of inventories by the management do not arise.

c) On the basis of our examination of the records, the company is not holding any inventory. hence question of any material discrepancies does not arise.

3. As informed, the Company has granted loans secured or unsecured to Company listed or covered in the register maintained under Section 301 of the Act.

a) According to the information and the explanation given to us, the Company has granted unsecured loan & advance to two parties covered in the register maintained under section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub- section (6) of section 299 of the said Act. The yearend balance of such loans granted is NIL and the maximum amount outstanding during the year was Rs. 150,00,000

b) In our opinion and according to the information & explanations given to us, the company has not taken unsecured loans from any parties listed in the register maintained under section 301 of the Companies Act, 1956.

c) As per the information & explanation given to us the terms & condition of such loans given and taken are not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods.

5.a) According to the information and explanation given to us and as per the records of the company, transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us, there are no transaction of purchase of goods and materials and sale of goods, materials & services, made in pursuance of contracts or arrangements entered in the register maintained under section 301 and aggregating during the year to Rs. 5,00,000/- or more in respect of each party.

6. No deposits within the meaning of Section 58A & 58AA of the Act and rules framed there under have been accepted by the Company.

7. In our opinion and according to information and explanations given to us, the company has adequate internal audit system (not carried out by a Chartered Accountant) commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9.a) According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the company, there is no disputed amount payable in respect of sales tax, customs, wealth tax, excise duty, cess and other statutory dues applicable to it.

10. The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediately preceding financial year.

11. On the basis of our audit procedures and based on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

12. Based on our audit procedures and as per information and explanation given by management, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the paragraph 4 on the order are not applicable.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the paragraph 4 of the order are not applicable.

15. In our opinion and according to the information and explanation given by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loan from the banks and financial institutions during the year, hence the question of its application does not arise.

17. According to the information and explanation given to us and on overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short-term and Long term usage of the funds, we are of the opinion that the funds raised on short-term basis have prima facie not been utilized for long- term investment and vice- versa. I

18. According to the information and explanation given to us, the company has not made preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

20. According to the information and explanation given to us, the company has not raised any money by way of public issue during the period.

21. Based upon the audit procedures performed and information and explanation given the i management, we report that no fraud on or by the Company has been noticed or reported to / by us during the course of our audit.

For MAJITHIA & ASSOCIATES

Chartered Accountants

B. R. Majithia

(Partner)

M. No. 048194

Firm Reg. No. 105871W

Place: Mumbai

Date : 25/08/2011

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article