Auditor Report of SMT Engineering Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SMT ENGINEERING
LIMITED (Formerly known as Adarsh Mercantile Limited) ("the Company”) which comprises
the Balance Sheet as at 31^st March, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 ("the Act”), as amended in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state
of affairs of the Company as at 31^st March, 2025 and its loss including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the 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 (‘ICAI’) together with the ethical
requirements that are relevant to our audit of the Standalone 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 Standalone Financial Statements of the current period. These
matters were addressed in the context of our audit of the Standalone Financial Statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

We have determined that there are no key audit matter to be communicated in our report.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND
AUDITOR’S REPORT THEREON

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include the
Standalone Financial Statements and our auditor’s report thereon.

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

In connection with our audit of the Standalone Financial Statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information; we are required to
report that fact. We have nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE
FOR THE STANDALONE FINANCIAL STATEMENTS

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 Companies Act, 2013 ("the Act”) with respect to the preparation of
these standalone financial statements that give a true and fair view of the state of affairs
(financial position), profit (financial performance including other comprehensive income),
changes in equity and cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. 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 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, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

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

AUDITOR’S RESPONSIBILITY 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 Standards on Auditing, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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.

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
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.

• 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.

• Obtain sufficient appropriate audit evidence regarding the financial information / financial
statements of Company to express an opinion on the financial statements. We are
responsible for the direction, supervision and performance of the audit of financial
statements of the Company.

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the 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 of the Act.

2. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”) issued by
the Central Government of India, in terms of section 143(11) of the Act, we give in the

Annexure - "A”, a statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

3. 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;

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

f) With respect to the adequacy of internal financial controls with reference to
financial statements of the Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate report in Annexure "B" wherein
we have expressed an unmodified opinion; and

g) With respect to other matters to be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (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 2025.

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

(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 2025.

(iv) a. The management has represented that, to the best of its knowledge and

belief. no funds have been advanced or loaned or invested (either from
borrowed funds or 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 (the 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 (the 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, no funds have been received by the Company from any person(s)
or entity(ies). including foreign entities (the Funding Parties''), with the
understanding, whether recorded in writing or otherwise. That the
Company shall whether directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries'') or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries: and

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

(v) The Company has not declared or paid any dividend during the year ended
31 March 2025.

(vi) Reporting on Audit Trails

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.

For NKSJ & Associates
Chartered Accountants
Registration No. 329563E
UDIN: 25234454BMLGZL2958

Embassy Building, Flat No. 1B,

1st Floor,

4, Shakespeare Sarani,

^{Kolkata -} 700 071 CA Sneha Jain

Partner

Dated the 16^th day of June, 2025 Membership No. 234454

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of ADARSH MERCANTILE
LIMITED (“the Company”) which comprises the Balance Sheet as at 31^st March, 2024, the Statement of
Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the
Act”), as amended in the manner so required and give a true mid fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March,
2024 and its loss including other comprehensive income, its cash flows and the changes in equity for the
year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the 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 (‘ICAI’) together with the ethical requirements that are relevant to our audit of the
Standalone 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 Standalone Financial Statements of the current period. These matters were addressed in the
context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matter to be communicated in our report.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND
AUDITOR’S REPORT THEREON

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, but does not include the Standalone Financial
Statements and our auditor’s report thereon.

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

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information; we are required to report that fact. We have nothing to report in this
regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS

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
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements
that give a true and fair view of the state of affairs (financial position), profit (financial performance
including other comprehensive income), changes in equity and cash flows and changes in equity of the
Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. 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 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, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

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

AUDITOR’S RESPONSIBILITY 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 Standards on Auditing, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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.

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the 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.

• 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.

• Obtain sufficient appropriate audit evidence regarding the financial information / financial statements
of Company to express an opinion on the financial statements. We are responsible for the direction,
supervision and performance of the audit of financial statements of the Company.

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the 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 of the Act.

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

3. 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;

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

f) With respect to the adequacy of 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 "B" wherein we have expressed an
unmodified opinion; and

g) With respect to other matters to be included in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014 (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 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, 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 (the 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 (the 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, no
funds have been received by the Company from any person(s) or entity(ies). including
foreign entities (die Funding Parties''), with the understanding, whether recorded in
writing or otherwise. That the Company shall whether directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries'') or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries: and

c. Based on such audit procedures performed as considered reasonable and
appropriate in the circumstances, nothing has come to our attention that causes us to
believe that the management representations under sub-clauses (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 Reporting on Audit Trails

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.

For NKS J & Associates
Chartered Accountants
(Registration No. 329563E)
UDIN: 24234454BKCISV2426

Embassy Building, Flat No. IB,

1st Floor,

4, Shakespeare Sarani,

Kolkata - 700 071 Sd/-

(CA Sneha Jain)

Partner

Dated the 30^th day of May, 2024 (Membership No. 234454)

---

Mar 31, 2014

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

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

3. 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 Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We have relied upon the management''s representation relating to the disclosures in the financial statements regarding (a) segment reporting (Note 25); (b) related party disclosures (Note 26) and (c) dues to Micro, Small & Medium Enterprises (Note 29).

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

4. Opinion

In our opinion, and to the best of our Information and according to the explanations given to us, except for the effect of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by the Companies (Auditors'' Report) Order, 2003 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.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 1.33 of the Companies Act, 2013;

(v) 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 Suh- Section (1) of Section 274 of the Act;

Annexure to Auditors'' Report

Referred to in paragraph 5 of our report of even date

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, substantial part of fixed assets has not been disposed off during the year.

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

(b) In our opinion, 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, according to the information and explanations given to us, the Unit is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956, Accordingly, paragraph 4(iii) of the Companies (Auditors'' Report) Order, 2003 is not applicable.

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

(v) (a) According to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) No deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under have been accepted by the Company.

(vii) The Company does not have an internal audit system. However, in our opinion and according to the representations made by the management, the level of operations and transactions of the Company, by itself, do not require a formal internal audit system.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

(ix) (a) According to the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31 March 2014 for a period of more than six months from the date they became payable, except income tax for Rs 6,014 for the AY 2007-08.

(b) According to the Information and explanations given to us, there are no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute, except

Name of the Nature of Assessment Amount Forum where statute dues year (in Rs) dispute is pending

Income Tax Income Tax 2008-2009 44,600 Assistant Act, 1961 Commissioner of Income tax

(x) The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit, The Company did not incur any cash losses in the immediately preceding financial year.

(xi) The Company has no borrowings from financial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us and based on records produced 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.

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the Information and explanations given to us, we are of the opinion that proper records have been made of the transactions in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, debentures and other Investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

(xvi) The Company has not raised any term loans during the year.

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

(xviii) The Company has not made any preferential allotment of shares during the year,

(xix) The Company has not issued any debentures during the year,

(xx) The Company has not raised any money by public issue during the year.

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

For Ray & Co. Firm Registration No.: 313124E Chartered Accountants

Kolkata Subrata Roy May 15, 2014 Partner Membership No. 051205

---

Mar 31, 2012

1. We have audited the attached balance sheet of ADARSH MERCANTILE LIMITED as at March 31, 2012, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except Accounting Standard (''AS'') 15, Retirement Benefits.

(v) On the basis of written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

(a) in the case of the balance sheet, of the state of affairs of the company as at March 31, 2012;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

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

Annexure to Auditors'' Report

Referred to in paragraph 3 of our report of even date

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

quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, substantial part of fixed assets has not been disposed off during the year. -

(ii) The Company is trading and investing in shares, mutual funds etc. and therefore, the provisions of clauses 4(ii)(a), 4(ii)(b) & 4(ii)(c) of the Companies (Auditors'') Report Order, 2003 (as amended) are not applicable.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the Companies (Auditors'' Report) Order, 2003 is not applicable.

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

(v) (a) According to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) No deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under have been accepted by the Company.

(vii) The Company does not have an internal audit system. However, in our opinion and according to the representations made by the management, the level of operations and transactions of the Company, by itself, do not require a formal internal audit system.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

(ix) (a) According to the records of the Company examined by us, in our opinion, the Company

is regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31 March 2012 for a period of more than six months from the date they became payable, except income tax for Rs 6,014 for the AY 2007-08.

(b) According to the information and explanations given to us, there are no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute, except

Name of the Nature of Assessment Amount Forum where dispute is statute dues year (in Rs) pending

Income Tax Income Tax 2008-2009 44,600 Assistant Commissioner of Act, 1961 Income tax

(x) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has no borrowings from financial institutions, banks or debenture holders.»

(xii) According to the information and explanations given to us and based on records produced 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. .

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, we are of the opinion that proper records have been made of the transactions in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, debentures and other investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year. ,

(xvi) The Company has not raised any term loans during the year.

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

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

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

For Ray & Co. Firm Registration No.: 313124E Chartered Accountants

Kolkata Subrata Roy May 30, 2012 Partner Membership No. 051205

---

Mar 31, 2011

1. We have audited the attached balance sheet of ADARSH MERCANTILE LTD.,as at March 31, 2011, the profit and loss account and also the year ended on that date annexed thereto. -These financial statements are the Company''s management. Our responsibility is to express an opadaB mm terse financial statements based on our audit.

2. We have conducted our audit in accordance with auditing staariBNfc 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 amoaBts and disclosures in the financial statements. An audit also includes assessing the arcouaring principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

(iii) The balance sheet, profit and loss account and cash flow stateBKrit dealt with by this report are in agreement with the books of account .

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt

with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of ''the Companies Act, 1956, except Accounting Standard (''AS'') 15, Retirement Benefits. ,

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

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

(a) in the case of the balance sheet, of the state of affairs of the company as at March 31, 2011;

(b) in the case of the profit and loss account, of the profit for the year ended on that date and

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

Annexure to Auditors'' Report

Referred to in paragraph 3 of our report of even date

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, substantial part of fixed assets has

not been disposed off during the year.

(ii) The Company is trading and investing in shares, mutual funds etc. and therefore, the provisions of clauses 4(ii)(a), 4(ii)(b) & 4(ii)(c) of the Companies (Auditors'') Report Order, 2003 (as amended) are not applicable.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the Companies (Auditors'' Report) Order, 2003 is not applicable.

(iv) In our opinion and according to the information ancl explanations given to us, there are

adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal controls. ''

(v) (a) According to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the ~ value of rupees five lacs in respect of any party during the year have been made at

prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) No deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under have been accepted by the Company.

(vii) The Company does not have an internal audit system. However, in our opinion and according to the representations made by the management, the level of operations and transactions of the Company, by itself, do not require a formal internal audit system.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

(ix) (a) According to the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31 March 2011 for a period of more than six months from the date they became payable, except income tax for Rs 6,014 for the AY 2007-08.

(b) According to the information and explanations given to us, there are no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute, except

Name of the Nature of Assessment Amount Forum where dispute is statute dues year (in Rs) pending

Income Tax Income Tax 2007-2008 672 Assistant Commissioner of Act, 1961 Income tax

Income Tax 2008-2009 44,600 Assistant Commissioner of Income tax

(x) The Company does not have accumulated losses at the end of the financial year. The

Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has no borrowings from financial institutions, banks or debenture holders.

{xii) According to the information and explanations given to us and based on records produced 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.

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, we are of the opinion that proper records have been made of the transactions in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, debentures and other investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

(xvi) The Company has not raised any term loans during the year.

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

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

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

For Ray & Co. Firm Registration No.: 313124E Chartered Accountants

Kolkata Subrata Roy May 30, 2011 Partner Membership No. 051205