Auditor Report of Sparkle Gold Rock Ltd.

Mar 31, 2025

Notice is hereby given that the Thirty-Four Annual General Meeting of the Members of Sparkle Gold
Rock Limited (Formerly Known as Sree Jayalakshmi Autospin Limited) will be held on, Tuesday 30th
September 2025, at 12:30 P.M. through Video Conferencing (VC) or other Audio-Visual means
(OAVM) to transact the following businesses:

Ordinary Business: -

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year
ended 31st March, 2025, including Balance Sheet as at 31st March 2025, the statement of the Profit
and Loss Account and Cash flow statement for the year ended on that date and Reports of the Board
of Directors and Auditors thereon and, if thought fit, to pass, with or without modification(s) the
following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Financial Statements for the financial year ended 31^st March, 2025 and
the Reports of the Board of Directors and Auditors of the Company be and are hereby approved and
adopted."

Special Business: -

2. Appointment of Mrs. Sarita Devi Sharma, Director of the company as Managing Director of the
Company, who retires by rotation, and being eligible for re-appointment. To consider and, if thought
fit, to pass with or without modification(s), the following resolution as ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 152(6) of companies act 2013 and the articles
of association of the company Mrs. Sarita Devi Sharma, Director, shall retire by rotation at the annual
general meeting of the company.

"RESOLVED FURTHER THAT Mrs. Sarita Devi Sharma, being eligible, has offered herself for re
appointment, and the Board of Directors of the Company be and are hereby approved her
reappointment as Managing Director of the Company."

3. To consider, and, if thought fit, approve the material related party transaction(s) proposed to be
entered into by the Company and Sparkle Gold Rock Mines Private Limited during the current financial
year and

To pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the companies act, 2013 read with the rules
framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time
being in force, if any), and in terms of regulation 23 of the securities and exchange board of India
(listing obligations and disclosure requirements) regulations, 2015 ("Sebi listing regulations"), as
amended from time to time, the consent of the members of the company be and is hereby accorded
to the board of directors of the company ("board"), for entering into and/ or carrying out and/or
continuing with existing contracts/arrangements/transactions or modification(s) of
earlier/arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether
individually or series of transaction(s) taken together or otherwise), with sparkle gold mines private
limited, a related party of the company, as per the details set out in the explanatory statement
annexed to this addendum and notice, notwithstanding the fact that the aggregate value of all these
transaction(s), whether undertaken directly by the company may exceed the prescribed thresholds as
per provisions of the Sebi listing regulations as applicable from time to time, provided, however, that
the said contract(s)/arrangement(s)/ transaction(s) shall be carried out at an arm''s length basis and in
the ordinary course of business of the company.

4. Appointment Of Secretarial Auditor

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') read
with applicable provisions of the Companies Act, 2013, each as amended, and based on the

recommendation(s) of the Audit Committee and the Board of Directors of the Company (''Board''), Megha
Khandelwal and Associates, Practicing Company Secretary (Membership No. 10237, CP No. 13405, be and
is hereby appointed as the Secretarial Auditors of the Company for a period of five years to hold office
from the conclusion of this Annual General Meeting till the conclusion of the 39^th Annual General Meeting
of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of
Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and
other applicable provisions of the SEBI Listing Regulations, for the period beginning from the Financial
Year 2025-26 through the Financial Year 2029-30, at such remuneration as may be mutually agreed upon
between the Board, based on the recommendation(s) of the Audit Committee, and the Secretarial
Auditors of the Company.

"RESOLVED FURTHER THAT the Board and/or any person authorised by the Board, be and is hereby
authorised, severally, to settle any question, difficulty or doubt, that may arise in giving effect to this
resolution and to do all such acts, deeds, matters and things, as may be considered necessary, desirable
and expedient to give effect to this Resolution and/ or otherwise considered by them to be in the best
interest of the Company."

By the Order of the Board
Sd/-

Regd Office: Chitradurga LAKSHITA SHARMA

Sanjana, Davangere Road, Director

Chitradurga-577501 Karnataka DIN: 09831479

CIN: L32111KA1991PLC011732 Date: 04/09/2025

NOTES:

1. The Ministry of Corporate Affairs (''MCA''), inter alia, vide its General Circular No(s). 14/2020 dated April 8,
2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, and subsequent circulars issued in this
regard, the latest being General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as
''MCA Circulars''), has permitted the holding of the AGM through Video Conferencing (''VC'') or through
Other Audio-Visual Means (''OAVM''), without the physical presence of the Members at a common venue.
Further, the Securities and Exchange Board of India (''SEBI'') vide its Circular(s) dated May 12, 2020, January
15, 2021, May 13, 2022, January 5, 2023, October 6, 2023, October 7, 2023 and October 3, 2024 (''SEBI

Circulars'') and other applicable circulars issued in this regard, has provided relaxations from compliance
with certain provisions of the SEBI Listing Regulations.

2. Pursuant to the provisions of the act, a member entitled to attend and vote at the AGM is entitled to appoint
a proxy to attend and vote on its behalf and the proxy need not be a member of the company. Since this AGM
is being held pursuant to the mca circulars read with the SEBI circulars, through vc/oavm, physical attendance
of members has been dispensed with accordingly, the facility for appointment of proxies by the members will
not be available for this AGM and hence the proxy form, attendance slip and route map of AGM are not
annexed to this notice.

3. Institutional/corporate shareholders (i.e., other than individuals, HUF, NRIs, etc.), are required to send a
scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorisation etc.,
authorising their representative to attend the AGM through VC/OAVM on their behalf and to vote through
remote e-Voting.

4. The Company is providing facility for voting by electronic means (e-voting) through an electronic voting system

which will include remote e-voting as prescribed by the Companies (Management and Administration)
Amendment Rules, 2015 as presently in force and the business set out in the Notice will be transacted
through such voting.

a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014 as amended by the companies(Management &
administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulation, the Company is pleased
to provide members the facility to exercise their right to vote on resolutions proposed to be considered at
the Annual General Meeting (AGM) by electronic means and the business may be transacted through remote
e-voting Services. The facility of casting the votes by the members using an electronic voting system from a
place other than the venue of the AGM ("remote e-voting") will be provided by Central Depository Services
Limited (CDSL).

5. The Board of Directors of the Company has appointed Ms. Megha Khandelwal, Practicing Company Secretary,

(Membership No.10237), as Scrutinizer to scrutinize the Voting process in a fair and transparent manner.

6. The Scrutinizer shall submit a consolidated Scrutinizer''s Report (votes casted during the AGM and votes
casted through remote e-voting) of the total votes cast in favour of or against, if any, not later than 48 hours

after the conclusion of the AGM to the Chairman of the Company. The Chairman, or any other person
authorized by the Chairman, shall declare the result of the voting. The result declared along with the
consolidated Scrutinizer''s Report shall be simultaneously placed on the Company''s website and on the website
of CDSL and communicated to the BSE Limited.

7. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of
the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of
participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first
served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),
Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors
etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

8. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of
ascertaining the quorum under Section 103 of the Companies Act, 2013.

9. The register of members and the share transfer books of the company will remain closed from Tuesday 23rd
September, 2025 to Tuesday 30th September 2025 (Both days inclusive).

10. If the members have any queries on the audited accounts, board''s report & auditor''s report, the same
should be forwarded to the company in writing at its registered office at least 10 days before the meeting so
that the same can be replied at the time of annual general meeting to the members'' satisfaction.

11. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section
170 of the Companies Act, 2013, will be available electronically for inspection by the members during the AGM.

12. Details as required in sub-regulation (4) of Regulation 26 and sub-regulation (3) of Regulation 36 of the SEBI
Listing Regulations and Secretarial Standard on General Meeting (SS-2) of ICSI, in respect of Director seeking
appointment/reappointment at the 34th AGM, forms integral part of the Notice of the 34th AGM as
Annexure. Requisite declarations have been received from the Directors for seeking appointment/ re¬
appointment.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

(i) The voting period begins on Saturday 27th September 2025 at 9.00 AM and ends on Monday 29th,
September 2025 at 5.00 PM. During this period shareholder of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (record date) of 24.09.2025 may cast their
vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting
venue

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
listed entities are required to provide remote e-voting facility to its shareholders, in respect of all
shareholders'' resolutions. However, it has been observed that the participation by the public non¬
institutional shareholders/retail shareholders is at a negligible level.

(iv) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in
India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by
the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided
to enable e-voting to all the demat account holders, by way of a single login credential, through their demat
accounts/ websites of Depositories/ Depository Participants. Demat accountholders would be able to cast their
vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but
also enhancing ease and convenience of participating ine-voting process.

(v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting
facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed
to vote through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts in order to
access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding
securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders Holding securities in Demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit
	www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e- voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period .Additionally, there is also links provided to access the system of all e-Voting Service Providers. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers'' website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system
	will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
	1) If you are already registered for NSDL IDeAS facility, please

Individual Shareholders holding securities in demat mode with NSDL	visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under ''IDeAS'' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re¬ directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for Id AS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under ''Shareholder/Member'' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	You can also login using the login credentials of your demat

	account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will
Individual Shareholders (holding	be able to see e-Voting option. Once you click on e-Voting
securities in demat mode) login through	option, you will be redirected to NSDL/CDSL Depository site
their Depository Participants	after successful authentication, wherein you can see e-Voting feature. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e., CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022¬ 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(vi) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than
individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on "Shareholders" module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

	For Physical shareholders another than individual shareholders holding shares in Demat.
PAN	Enter your 10digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(vii) After entering these details appropriately, click on "SUBMIT" tab.

(viii) Shareholders holding shares in physical form will then directly reach the Company selection screen.

However, shareholders holding shares in demat form will now reach ''Password Creation'' menu wherein they are
required to mandatorily enter their login password in the new password field. Kindly note that this password is to
be also used by the demat holders for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.

(ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.

(x) Click on the EVSN for the relevant on which you choose to vote.

(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be
displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and
accordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.

1. The procedure for attending meeting &e-Voting on the day of the AGM/EGM is same as the instructions
mentioned above for e-voting.

2. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will
not be eligible to vote at the AGM/EGM.

3. Shareholders who would like to express their views/ask questions during the meeting may register themselves as
a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat
account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish
to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning
their name demat account number/folio number, email id, mobile number at (company email id). These queries will
be replied to by the company suitably by email.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of
the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned
copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -Please update your email id & mobile no. with your respective Depository
Participant (DP)

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write
an email to [email protected] or contact at 022-23058738 and 022-23058542/43.All grievances
connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager,
(CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, NM Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to

[email protected] or call on 022-23058542/43.

Ms. Megha Khandelwal, practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e-
voting process in a fair and transparent manner. The scrutinizer shall not later than 2 (Two) days of conclusion of
the meeting make a consolidated scrutinizers report (which includes remote e-voting and voting as may be
permitted at the venue of the AGM by means of ballot paper/poll) of the total votes cast in favor or against, if any
to the Chairman or a person authorized by him in writing who shall countersign the same and declare the results of
the voting forthwith.

The results declared along with the Scrutinizer''s report shall be placed on the Company''s website.
www.sparklegoldrock.com and on the website of CDSL at www.cdslindia com immediately after declaration of results
of passing of the resolution at the Annual General Meeting of the Company and the same shall also be
communicated to Bombay Stock Exchange Limited, where the shares of the Company are listed.

Sd/-

LAKSHITA SHARMA
Director
DIN:09831479

Regd Office:

Sanjana, Davangere Road,

Chitradurga-577501 Karnataka
CIN:L32111KA1991PLC011732
Dated: 04.09.2025

---

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of Sree Jayalakshmi Auto Spin Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including other comprehensive income), Statement of changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Ind AS financial statements, including a summary of the significant accounting policies and other explanatory information, (hereinafter referred to as "the Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and profit and other comprehensive income, 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 Act. Our responsibilities under those SAs 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 Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

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

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report. Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business ResponslOitiiy Report, Corporate Governance and Shareholder''s Information, but does not include the Ind AS financial statements and our auditors'' report thereon.

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

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

Responsibilities of Management and those charges with governance for the Ind AS financial statements

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' 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 5As 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 Ind AS financial statements.

A further description of the auditor''s responsibilities for the audit of the Ind AS financial statement is included in Annexure A. The description forms part of our auditor''s report.

Our opinion on the Ind AS financial statements is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Ind AS Balance Sheet, the statement of profit and loss (including other comprehensive income), the Ind AS statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act.

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

f) With respect to the adequacy of the Internal Financial Controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C"

g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197(16) of the Act

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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

For Karthik P & Co., Date: 20/05/2024

Chartered Accountants Place: Chitradurga

Firm Regn.No. 018460S

Karthik Prasanna Proprietor (M.No.228852)

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Mar 31, 2015

1. We have audited the accompanying Financial Statements of M/s. SREE JAYALAKSHMI AUTOSPIN LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

3. Our responsibility is to express an opinion on these stand alone Financial Statements based on our audit.

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

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

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

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

Basis for Qualified Opinion

6. Attention of the members is invited of financial statements of the company having been prepared on a going concern basis, notwithstanding the fact that its entire net worth has been eroded. The appropriateness of the said basis is inter-alia dependent on the company's ability to infuse the requisite funds for meeting its obligations.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter 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 31st March 2015.

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

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

8. We draw attention to the following notes:

Note No. 25 of the financial statements regarding balances shown under debtors, advances, deposits and creditors are subject to confirmation/reconciliation /adjustment if any.

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

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor's Report) order, 2003', as amended by ‘the Companies (Auditors Report) (Amendment) order, 2004', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (Section 143(11) of the Companies Act, 2013) (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) In our opinion, the Balance Sheet, statement of Profit and Loss, and Cash Flow statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(f) The going concern matter described in basis of our qualified opinion Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(g) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of clause

(g) of sub-section 91) of section 274 of the Act (Section 164 (2) of the Act, 2013.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note to the financial statements;

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

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

Annexure to the Independent Auditor Report (referred in our report of the even date)

i.

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

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In accordance with this programme, the fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii.

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

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

v. The Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.

vi. As per the rules prescribed by the Central Government for maintenance of cost records under subsection 1 of Section 148 of the Act and not applicable to the company, this clause is not applicable

vii.

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess,

Professional tax and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Sales tax, Value added tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in Annexure I to this report

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time

viii. The Company has accumulated losses of Rs.450.08 lakhs as at the end of the financial year and has incurred cash losses of Rs.77.84 lakhs in the financial year and 0.09 lakhs in the immediately preceding financial year, which is more than its net worth.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debentures holders during the year

x. According to the information and explanations given to us, Company has not given any guarantee for loan taken by others from banks or financial institutions, this clause is not applicable.

xi. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans during the period, this clause is not applicable.

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

for H.M.V.Murthy & Co.,

Firm Registration No. 004966S Chartered Accountants

H. M. Vrushabhendra Murthy Proprietor. Membership No.026432 Place: Bangalore Date: 29-05-2015

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Mar 31, 2012

1 We have audited the attached Balance sheet of M/s. SREE JAYALAKSHMI AUTOSPIN LIMITED, CHITRADURGA, as on 31st March 2012 and also the Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies' (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us during the course of the audit and on the basis of such checks of the books and records of the company as we consider appropriate, 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 purpose of our audit.

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

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt by this report are in agreement with the books of Account.

(iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt by this report comply with accounting standards mentioned under sub section (3C) of section 211 of the Companies Act 1956.

(v) Based on written representation made by the directors of the company and taken on record by the board of directors, in our opinion the directors of the Company are not prima fade disqualified from being appointed as directors under Section 274(l)(g) of "The Act". '

(vi) We draw the attention to the fact that the company is having a accumulated loss of Rs. 274.00 Lakhs as at the year ended 31-3-2012 which is morethan 50% of its netwoth, the company has to be treated as sick as per the provisions of the SICA 1985, in our opinion and to the best of our knowledge and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956 in the mahner so required and give a true and fair view: -

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31" March 2012 and

ii) In the case of Profit & Loss Account, of the Loss of the company for the year ended on that date.

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

ANNEXURE TO AUDITOR'S REPORT

Referred to in Paragraph 3 of our Report of even date.

1) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management as per phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of Company and the nature of its assets. .The Discrepancies reported on such verification were not material and have been properly dealt with in the books of accounts.

(c) There is no disposal of substantial part of fixed assets during the year so as to have an impact on the operations of the company or affects its going concern.

(2) (a) The Management is conducting physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures followed by the management for such physical verification are, reasonable and adequate, in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the company and the same have been properly dealt with in the books of accounts.

(3) (a) The company has not granted loan, unsecured, to/firm companies, firms or other parties listed in in the register

maintained under section 301 of the Companies Act 1956. Paragraph 4 (iii)(a) (b) (c) and (d) of the order is not applicable.

(b) The Company has taken interest free unsecured loans during the year from other parties covered in the registered maintained under section 301 of the Companies Act 1956.

(4) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls.

(5) (a) Based on the audit procedure applied by us and according to the information and explanation provided by the

management, we are of the opinion that all transaction that need to be entered into the register in pursuance of section 301 of the Act have been entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of Rs. Five lakhs 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 where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and the rules framed thereunder.

7. In our openion & according to the information & explanation given to us, the company has on internal audit system, which is commensurate with the size & nature of business of the company. However the same needs to be further streamlined & strengthened.

8. The central Government has prescribed maintenance of cost records under section 209-(l) (d) of the companies act, 1956 in respect of manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same

9. (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax. Sales tax, Wealth tax, Customs duty, Excise duty and Cess outstanding as at the year end, for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth tax. Excise duty or Cess outstanding on account on any dispute.

10. The Company has accumulated loss of Rs. 274.00 Laks at the end of the financial year which is morethan 50% of its net. worth & it has incurred cash loss of Rs. 158.00 lakhs in the current year & not incurred a cash loss immidiatly proceeding the financial year.

11. According to information and explanation given to us and the records examined by us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

16. In our opinion and based on information and explanations given to us by the management, term loans were applied by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanation given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties or companies covered under section 301 of the Act.

19. The company has not issued any debentures.

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

21. In our opinion and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For H.M.V. MURTHY & CO.,

CHARTERED ACCOUNTANTS

Place: Bangalore

Date: 24-05-2012

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Mar 31, 2010

1 We have audited the attached Balance sheet of" M/s. SREE JAYALAKSHMI AUTOSPIN LIMITED, CHITRADURGA, as on 31st March 2010 and also the Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial-statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the,. information and explanation given to us during the course of the audit and on the basis of such checks of the books and records of the company as we consider appropriate, 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 purposeof our audit.

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

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt by this report are in agreement with the books of Account.

(iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt by this report comply with accounting standards mentioned under sub section (3C) of section 211 of the Companies Act 1956.

(v) Based on written representation made by the directors of the company and taken on record by the board of directors, in our opinion the directors of the Company are not prima facie disqualified from being appointed as directors under Section 274(l)(g) of "The Act".

(vi) In our opinion and to the best of our knowledge and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view: -

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010 and

ii) in the case of Profit & Loss Account, of the Profit of the company for the year ended on that date.

iii) 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.

1) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management as per phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of Company and the nature of its assets. The Discrepancies reported on such verification were not material and have been properly dealt with in the books of accounts.

(c) There is no disposal of substantial part of j fixed assets during the year so as to have an impact on the operations of the company or affects its going concern.

(2) (a) The Management is conducting physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures followed by the management for such physical verification are, reasonable and adequate, in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the company and the same have been properly dealt with in the books of accounts.

(3) (a) The company has not granted loan,

unsecured, to/firm companies, firms or other parties listed in in the register maintained under section 301 of the Companies Act 1956. Paragraph 4 (iii)(a) (b) (c) and (d) of the order is not applicable.-

(b) During the year the company has taken interest free unsecured loans from Directors amounting to Rs. 33,00,000/- and the same has been repaid during the year.

(4) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls.

(5) (a) Based on the audit procedure applied by us

and according to the information and explanation provided by the management, we are of the opinion that all transaction that need to be entered into the register in pursuance of section 301 of the Act have been entered.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of Rs. Five lakhs 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 where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the companies Act, 1956 and the rules framed thereunder.

7. The Company has an internal audit system. Commenasate with size of the company and the nature of its business.

8. The central Government has prescribed

maintenance of cost records under section 209-(l) (d) of the companies act, 1956 in respect of manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this

connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

9. (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax, Sales tax, Wealth tax, Customs duty, Excise duty and Cess outstanding as at the year end, for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, there are no dues of Sales tax, Income tax, Custom duty, Wealth tax, Excise duty or Cess outstanding on account on any dispute.

10. The Company has accumulated losses of Rs. 105.24 Lakhs at the end of the financial year and it has incurred a cash loss of Rs. NIL in the current year and Rs. NIL Lakhs immediately preceding financial year.

11. According to information and explanation given to us and the records examined by us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The company does not deal or trade in shares, securities, debentures and other investments.

15. According to th&* information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

16. In our opinion and based on information and explanations given to us by the management, term loans were applied by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanation given to us, we Veport that the Company has not utilized any funds raised on short term basis for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties or companies covered under section 301 of the Act.

19. The company has not issued any debentures.

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

21. In our opinion and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.



For H.M.V.MURTHY & CO.

CHARTERED ACCOUNTANTS

(H.M.Vrushabhendra Murthy)

PLACE: BANGALORE Proprietor

DATE : 24-08- 2010 MM No.26432