Auditor Report of Signature Green Corporation Ltd.

Mar 31, 2025

SIGNATURE GREEN CORPORATION LIMITED (formerly known as Sagar Soya Products Limited)

Opinion

We have audited the standalone financial statements of Signature Green Corporation Limited (Formerly Sagar Soya Products Limited) ("the Company"), which comprise the balance sheet as at 31st March 2025, and the statement of Profit and Loss, (statement of changes in equity) and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and profit, (changes in equity) and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial

performance, (changes in equity)¹ and cash flows of the Company in accordance with¹ the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on financial Statements.

Report on Other Legal and regulatory Requirements

1. As required by required by the Companies (Auditor''s Report) Order,2020 ("the

Order") issued by 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

paragraph 3 & 4 of the Order.

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

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

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 Account, Cash Flow Statement and Statement of changes in Equity dealt with this report are in agreement with the books of Accounts;

d) In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with relevant rules thereunder as amended;

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

f) With respect to the adequacy of the internal financial control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";

g) According to information and explanations given to us and based on our examination of the records of the Company, the Company had not paid/provided managerial remuneration hence requisite approvals mandated by the provisions of Sec 197 of the Act is not applicable;

h) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

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

1. The Company does not have any pending litigation which would impact its financial position.

2. The company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

3. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education & Protection Fund. The question of delay in transferring such sums does not arise.

4. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), 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 or any of such subsidiaries ("Ultimate Beneficiaries") or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), 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 ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv)(a) and (iv)(b) contain any material mis-statement.

5. The company has not paid/declared any dividend during the years and hence compliance of section 123 of the Act is not applicable on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv)(a) and (iv)(b) contain any material mis-statement.

For C.P.Jaria& Co Chartered Accountants (P.K.Jain)

M.No.112020

F.No.104058W

Place: Mumbai

Date: 13/05/2025

UDIN: 25112020BMGYAM6313

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Mar 31, 2024

We have audited the standalone financial statements of Sagar Soya Products Limited
("the Company"), which comprise the balance sheet as at 31st March 2024, and the
statement of Profit and Loss, (statement of changes in equity) and statement of cash
flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024, and profit, (changes in equity) and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5)
of the Companies Act, 2013 ("the Act") with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position,
financial performance, (changes in equity) ⁱ and cash flows of the Company in

accordance with¹ the accounting principles generally accepted in India, including the
accounting Standards specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
implementation and maintenance of accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statement that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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
financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Company''s preparation
of the financial statements, that give a true and fair view, in order to design audit
procedures that are appropriate in circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by the Company''s Directors, as well as evaluating the overall
presentation of the financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on
financial Statements.

Report on Other Legal and regulatory Requirements

1. As required by required by the Companies (Auditor''s Report) Order,2020 ("the
Order") issued by 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 paragraph 3 & 4 of the Order.

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

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

(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 Account, Cash Flow
Statement and Statement of changes in Equity dealt with this report are in
agreement with the books of Accounts;

(d) In our opinion, the aforesaid financial statements comply with the applicable
Accounting Standards specified under Section 133 of the Act, read with
relevant rules thereunder as amended;

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

(f) With respect to the adequacy of the internal financial control over financial
reporting of the Company and the operating effectiveness of such controls,
refer to our separate report in "Annexure B";

(g) According to information and explanations given to us and based on our
examination of the records of the Company, the Company had not
paid/provided managerial remuneration hence requisite approvals mandated
by the provisions of Sec 197 of the Act is not applicable;

(h) Based on our examination which included test checks, the company has
used an accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with.

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

1. The Company does not have any pending litigation which would
impact its financial position.

2. The company did not have any long-term contracts including derivative
contracts; as such the question of commenting on any material
foreseeable losses thereon does not arise.

3. There has not been an occasion in case of the Company during the year
under report to transfer any sums to the Investor Education & Protection
Fund. The question of delay in transferring such sums does not arise.

4. (a) The management has represented that, to the best of its knowledge
and belief, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other persons or entities, including
foreign entities ("Intermediaries"), 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 or any of such
subsidiaries ("Ultimate Beneficiaries") or provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of its knowledge
and belief, no funds have been received by the Company from any
persons or entities, including foreign entities ("Funding Parties"), 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 ("Ultimate Beneficiaries")
by or on behalf of the Funding Party or provide any guarantee, security
or the like from or on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under sub-clause (iv)(a)
and (iv)(b) contain any material mis-statement.

5. The company has not paid/ declared any dividend during the years and
hence compliance of section 123 of the Act is not applicable on such
audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (iv)(a) and (iv)(b)
contain any material mis-statement.

FOR C.P.Jaria & Co
Chartered Accountants

(P.K.Jain)

M.No.112020

F.No.104058W

PLACE : Mumbai

DATE : 09/05/2024

UDIN: 24112020BKEYBA2731

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Sagar Soya Products Limited which comprise the Balance Sheet as at March 31, 2014, and the statement of Profit & Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fare 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 Profit & Loss Account, of the loss of the Company 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 required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by 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 paragraph 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 Account and Cash Flow Statement dealt with by this report are in agreement with the books of Accounts;

(d) In our opinion, Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in Sub-Section 3(C) of sec-211 of Companies Act,1956; and

(e) On the basis of written representation received from the directors as on March 31, 2014 and taken on record by by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as the directors in terms of sec-274(1) (g) of the Companies Act, 1956;

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

Referred to in Paragraph 1 under the heading of " Report on Other Legal and Regulatory Requirement" of our report of even date

1. Having regard to the nature of the Company''s business/activities/results during the year, clauses (xii), (xiii), (xiv) of paragraph 4 of the Order are not applicable to the Company.

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

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

3. a) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

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

4. (a) The Company has taken loans from nine persons covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 539.38 lakhs and the year ended Balance Sheet of the loans taken from such persons was Rs. 507.38 lakhs. The Company has not granted any loans to the Companies firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

(b) In our opinion the other terms and conditions on which loan has been taken from the Companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not prima facie, prejudicial to the Interest of the Company.

(c) The company is regular in repaying the principal amount as stipulated.

(d) There is no overdue amount in respect of loans taken from a company listed in the register maintained under section 301 of the Companies Act, 1956.

5. According to the information and explanations given to us, the company has not done any transaction with regard to the purchase of inventory, fixed assets and with regard to the sale of goods.

6. According to the information and explanation given to us, the company has not done any transaction which needs to be entered into a register in pursuance of section 301 of the companies Act, 1956.

7. In our opinion and according to information and explanation given to us the company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 during the period.

8. In our opinion, the Company doesn''t have system of internal audit commensurate with its size and nature of its business;

9. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt. under section 209 (1) (b) of the Companies Act, 1956.

10. a) According to the information and explanations given to us there is no undisputed amount payable in respect of income tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable expect reported in forgoing Para.

(b) According to the information and explanations given to us, the disputed amount payable, which has not been deposited on account of any dispute are as under:

S. Name of the Year Nature of Dues Forum where dispute No. Statute is pending

1 Sales-tax Act 2000-01 Sales-tax / Supreme Court / Commercial Tax / Entry-tax

S. Name of the Amount (Rs. ) No. Statute

1 Sales-tax Act 5756471/- 11. The company has accumulated lossess at the end of the financial year which is more than fifty percent of its net worth and has incurred cash loss during the financial year covered by our audit & In the immediately preceding financial year also.

12. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution and banks.

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

14. In our opinion, the term loans have been applied for the purpose for which they were obtained.

15. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short-term basis have not been used for long term investment. No long-term funds have been used to finance short-term assets.

16. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

17. The company has not issued debentures to the raise the funds.

18. The company has not raised any funds by Public Issue during the year.

19. According to the information and explanations given to us, we report that there is no fraud on or by the company has been noticed or reported during the course of our audit.

For O.T.GANDHI & CO Chartered Accountants Firm Registration Number: 001120C Sd/- PLACE : INDORE SAMEEP GANDHI DATED : 30th May, 2014 Partner M.NO.411107

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s SAGAR SOYA PRODUCTS LTD., SAGAR (M.P.) as at 31st March 2012 and the Profit & Loss Account of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) order 2003 (the order) issued by the Central Government in terms of section 227 (4A) of the companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

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

(a) No manufacturing activity is carried out during this year and there is substantial doubt that it will be able to continue as a going concern. Consequently adjustments may be required to recorded assets amount and clarification of liabilities. The Financial Statement (and notes thereon) does not disclose this fact;

(b) We have obtained all the information & explanation, which to the best of our knowledge & belief were necessary for the purpose of our audit;

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

(d) In our opinion, accumulated losses of the company at the end of financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current financial year covered by our audit and in the immediately preceding financial year also

(e) The Company's the Balance Sheet and Profit & Loss Account dealt with by this Report are in agreement with the books of account;

(f) We draw reference to

1. Note No.1.12 regarding Overdue Debts considered good by the management in respect of which we are unable to form an opinion as to the extent of reliability at this stage.

2. In our opinion and to the best of our information and according to the explanation given to us the said accounts read together with the notes thereon regarding non provision of depreciation on the Fixed Assets as required by 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.

3. The accounts of the company have been prepared on Going Concern basis, However due to suspension of the Manufacturing and Other Activities of the Company we are unable to express our opinion on its ability to continue as a going concern in the event not being held to be a going concern and various Assets & Liabilities being consequently adjusted with respect their realizable value the impact thereof has not been ascertained and therefore, cannot be commented upon by us.

4. The Company has not complied with the Accounting Standard 15 in respect of Gratuity liability to the employees (Vide Note No. 1.7 of notes to accounts).

(g) Save our above observations, in our opinion, the Balance Sheet and Profit and Loss Account complies with the Accounting Standards referred to Section 211 of the Companies Act, 1956;

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

(i) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes there on, 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 the Profit & Loss Account of the Loss 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 TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of our report of even date

1. (a) According to information and explanations given to us the Company has lost its Fixed Assets Register and the company is in the process of preparing the new Fixed Assets Register to show full particulars including quantitative details and situation of its Fixed Assets.

(b) According to information given to us, the major portion of fixed assets has been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

2. (a) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

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

3. a) The Company has taken loans from Nine persons covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 539.38 lakhs and the year ended Balance Sheet of the loans taken from such persons was Rs. 539.38 lakhs. The Company has not granted any loans to the Companies firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

(b) In our opinion the other terms and conditions on which loan has been taken from the Companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not prima facie, prejudicial to the Interest of the Company.

(c) The company is regular in repaying the principal amount as stipulated.

(d) There is no overdue amount in respect of loans taken from a company listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, transactions that need to be

entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, these transactions have been made at prices, which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Section 58 A and 58 AA of the Companies Act, 1956 and rules framed their under with regard to the deposits from the public.

7. In our opinion, the Company doesn't have system of internal audit commensurate with its size and nature of its business;

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt. under section 209 (1) (b) of the Companies Act, 1956.

9. a) According to the information and explanations given to us the undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues which has not been deposited are as under :- (b) According to the information and explanations given to us and there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess were in arrears, as at the last day of the financial year concerned for a period of more than six months from the date they become payable expect reported in forgoing Para.

(c) According to the information and explanations given to us, the disputed amount payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, and cess, which has not been deposited on account of any dispute are as under:

S. Name of the Year Nature of Forum where dispute Amount(') No. Statute Dues is pending

1 Sales-tax Ac 2000-01 Sales-tax / Supreme Court / 5756471/- Commercial Tax / Entry-tax

10. In our opinion, accumulated losses of the company at the end of financial year are more than fifty percent of its net worth. The company has incurred cash losses in the current financial year covered by our audit and in the immediately preceding financial year also.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution and banks.

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

13. As the company is not a Nidhi/Mutual Benefit Fund/Society, the reporting requirements under this point are not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments:

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

16. In our opinion, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short-term basis have not been used for long term investment. No long-term funds have been used to finance short-term assets.

18. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures to the raise the funds.

20. The company has not raised any funds by Public Issue during the year.

21. According to the information and explanations given to us, we report that there is no fraud on or by the company has been noticed or reported during the course of our audit.

For O.T.GANDHI & CO

Chartered Accountants

Firm Registration Number: 001120C

Sd/- PLACE : INDORE SAMEEP GANDHI

DATED:30th May, 2012 Partner

M.NO.411107