Auditor Report of Velox Shipping and Logistics Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of VELOX INDUSTRIES
LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2024, the Statement of
Profit and Loss, Statement of Cash Flows and the Statement for changes in Equity for the year then
ended, include and a summary of significant accounting policies and other explanatory information.
(Hereinafter referred to as ''standalone Ind AS financial statements'').

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 ("the Act")with respect to the preparation and presentation of these standalone Ind
AS financial statements that gives a true and fair view of the financial position, financial performance,
cash flows and changes in equity of the Company in accordance with accounting principles generally
accepted in India, including the Indian Accounting Standards(Ind AS) specified under section 133 of the
Act, read with relevant rules there. 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 the design,
implementation and maintenance of adequate internal financial control that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone Ind AS financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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
thereunder.

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 standalone Ind AS financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment,
including the assessment of the risks of material misstatement of the standalone Ind aS 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 standalone Ind AS financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the Circumstances. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by the Company''s Directors, as well as evaluating the overall presentation of the
standalone Ind AS financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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 purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books and proper returns adequate for the purpose of our
audit ;

(c) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, Cash Flow
Statement and the statement of changes in equity dealt with by this Report are in agreement with the
books of account;

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

(e) On the basis of written representations received from the directors as on March 31, 2024 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure
B" ;and

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us, the company has no pending litigation.

For P Shah & Co.

Chartered Accountants
(Regd No.: 109710W)

Sd/-

Ketan P Shah
Proprietor

Membership No.: 043246
Place of Signature: Mumbai
Date: 30/05/2024

UDIN: 24043246BKCAUO8039

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Mar 31, 2014

We have audited the accompanied accompanying financial statements of Velox Industries Limited (formerly known as Kliatau Exim Ltd.) ("the Company"), which comprises the Balance Sheet as at 31s1 March, 2014, and the Statement of Profit and Loss for the year then ended and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the accounts and disclosures in''the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error, in making those risks assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956, in the manner so required and give a true and lair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2014:

ii) in the case of the Statement of Profit and Loss , of the Profit for the year ended on that date; and

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we submit that statement on the matters specified in paragraphs 4 and 5 of the Order is not applicable to the company at present.

2. As required by section 227 (3 ) of the Act. we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books:

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

d) On the basis of the written representations received from the directors as on.31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March. 2014 from being appointed as a director in terms of Section 274 (1) (g) of the Act. ANNEXURE REFERRED TO IN PARAGRAPH 2 OF AUDITORS REPORT OF EVEN DATE NO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 20.14. VEI.OX INDUSTRIES LIMITED (formerly known as KHATAU EXIM LIMITED.)

On She basis of such checks /audit procedures as we considered appropriate on. the books of accounts produced before us and according to die information and explanation given to us during trie course of the audit, we state that.

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

b. The management has at reasonable intervals carries out the physical verification of the fixed assets. No material discrepancies have been noticed on such verification.

c. No assets have been disposed by the company during the year. Therefore reporting under this clause does not arise.

2 As the Company did not carry on any manufacturing and trading activity during the year, clauses (a), (b), (c ) of the aforesaid order are not applicable to the company.

3. The company had not granted nor taken any loans, secured or unsecured to /from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Sub - clause (b),(c) and (d) are not applicable to the company.

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

5. During the year, there is no transaction that needs to be entered into the register maintained under section 301 of the Act.

6. The company has not accepted any deposits from the public; hence question of complying with the provision of the section 58A.A of the Companies Act, 1956 and Rules made there under does not. arise. Hence, the provisions of clause (vi) of the order is not applicable.

7. In our opinion and according to the information and explanations given to us, we report that, the stipulation regarding an internal audit is not applicable to the company.

8 In respect of statutory dues:

a) According to the records of the company, the Provident Fund and Employees State insurance, Income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues have been regularly depositing during the year with appropriate authorities.

b) There are no disputed statutory dues outstanding against the company.

9. There arc no outstanding dues to any Institutions or Banks.

10. Based on our examination, of the records and the information and explanations given to us, the Company has not granted ant loans and / or advance on the basis of security by way of pledge of shares, debentures and other securities.

11. The company is not a Chit Fund. Nidhi, Mutual Benefit fund or a society.

12. During the year, the Company has not dealt in dealing and trading of shares, securities, debenture and other investments. All share sans other securities held as investments by the company have been held in it''s own name.

13. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

1.4. No term loans were acquired during the year by the company. Therefore reporting under this clause does not arise.

15. In our opinion the company has financed, the long-term investment from internal accruals and therefore reporting under this clause does not arise.

16. The Company has not made any preferential allotment of the shares during the year.

17. During the year covered by our audit report the Company has not issued any secured debenture.

IS. The Company has not raised any money by public issues during the year covered by our report.

19. As per 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 A.F.KHASGIWALA & CO. Firm Registration No.; 105114W Chartered Accountants

Place: Mumbai, A.F. Khasgiwala Partner Dated : 30/05/2014 (Membership No. 006491)

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Mar 31, 2013

We have audited the attached Balance Sheet of Velox Industries Limited (formerly known as Khatau Exim Ltd.) as at 31st March 2013, and also the Profit and Loss account of the company for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditor''s Report) Order, 2003(CARO) and the Companies (Auditors Report)(Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227of the Companies Act, 1956,and on the basis of such checks of the books of records of the company as we considered appropriate and according to the information and explanation given to us. We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comment in the Annexure referred to above, we report that:

a. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

c. The balance sheet, piofit and loss account dealt with by this report are in agreement with the books of account; ^

d. That no provision has made for fall in the market value of quoted shares to the extent of Rs. 44278/- which, in our opinion, is permanent in nature, as required by accounting standard 13 on Accounting for Investments issued by the institute of Chartered Accountants of India (Also refer Note 2 of Schedule IX).

e. Subject to our remarks in Para 3.d, in our opinion, the balance sheet, profit and loss account have been prepared in compliance with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 to the extent applicable.

f. On the basis of written representations received from the directors, as on 31st March,2013 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March,2013 from being appointed as a director of the company in terms of section 274(1 )(g) of the Companies Act,1956.

g. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the accounting policies and notes forming part of accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

i. In the case of the balance sheet, of the state of affairs of the company as at 31sT March,2013;

ii. In the case of the profit and loss account, of the Loss 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 REFERRED TO IN PARAGRAPH 2 OF AUDITORS REPORT OF EVEN DATE NO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2013. VELOX INDUSTRIES LIMITED (formerly known as KHATAU EXIM LIMITED.)

On the basis of such checks /audit procedures as we considered appropriate on the books of accounts produced before us and according to the information and explanation given to us during the course of the audit, we state that.

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

b. The management has at reasonable intervals carries out the physical verification of the fixed assets. No material discrepancies have been noticed on such verification.

c. No assets have been disposed by the company during the year. Therefore reporting under this clause does not arise.

2 As the Company did not carry on any manufacturing and trading activity during the year, clauses (a), (b), (c ) of the aforesaid order are not applicable to the company.

3. The company had not granted nor taken any loans, secured or unsecured to /from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Sub - clause (b),(c)" and (d) are not applicable to the company.

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

5. During the year, there is no transaction that needs to be entered into the register maintained under section 301 of the Act.

6. The company has not accepted any deposits from the public; hence question of complying with the provision of the section 58AA of the Companies Act, 1956 and Rules made there under does not arise. Hence, the provisions of clause (vi) of the order is not applicable.

7. In our opinion and according to the information and explanations given to us, we report that, the stipulation regarding an internal audit is not applicable to the company.

8 In respect of statutory dues:

a) According to the records of the company, the Provident Fund and Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues have been regularly depositing during the year with appropriate authorities though there is delay in some cases.

b) There are no disputed statutory dues outstanding against the company.

9. There are no outstanding dues to any Institutions or Banks.

IG. Based on our examination of the records and the information and explanations given to us, the Company has not granted ant loans and / or advance on the basis of security by way of pledge of shares, debentures and other securities.

11. The company is not a Chit Fund, Nidhi, Mutual Benefit fund or a society.

12. During the year, the Company has not dealt in dealing and trading of shares, securities, debenture and other investments. All share sans other securities held as investments by the company have been held in it''s own name.

13. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

14. No term loans were acquired during the year by the company. Therefore reporting under this clause does not arise.

15. In our opinion the company has financed, the long-term investment from internal accruals and therefore reporting under this clause does not arise.

16. The Company has not made any preferential allotment of the shares during the year.

17. During the year covered by our audit report the Company has not issued any secured debenture.

18. The Company has not raised any money by public issues during the year covered by our report.

19. As per 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.

A.F.Khasgiwala & Co.

Firm Reg. No. 105114W

Chartered Accountants.

Place: Mumbai

Date : 30/05/2013 Membership No. 6491

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Mar 31, 2012

We have audited the attached Balance Sheet of Velox Industries Limited (formerly known as Khatau Exim Ltd.) as at 31st March 2012, and also the Profit and Loss account of the company for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor''s Report) Order, 2003(CARO) and the Companies (Auditors Report)(Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227of the Companies Act, 1956,and on the basis of such checks of the books of records of the company as we considered appropriate and according to the information and explanation given to us. We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comment in the Annexure referred to above, we report that:

a. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

c. The balance sheet, profit and loss account dealt with by this report are in agreement with the books of account;

d. That no provision has made for fail in the market value of quoted shares to the extent of Rs. 44278/- which, in our opinion, is permanent in nature, as required by accounting standard 13 on Accounting for Investments issued by the institute of Chartered Accountants of India (Also refer Note 2 of Schedule IX.

e. Subject to our remarks in Para 3.d, in our opinion, the balance sheet, profit and loss account have been prepared in compliance with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 to the extent applicable.

f. On the basis of written representation''s received from the directors, as on 31st March,2012 and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March,2012 from being appointed as a director of the company in terms of section 274(l)(g) of the Companies Act, 1956.

g. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the accounting policies and notes forming part of accounts give the information required by the Act in the manner so required and- give a true and fair view in conformity with accounting principles generally accepted in India.

i. In the case of the balance sheet, of the state of affairs of the company as at 31st March,2012;

ii. In the case of the profit and loss account, of the Loss 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 REFERRED TO IN PARAGRAPH 2 OF AUDITORS REPORT OF EVEN DATE NO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012. VELOX INDUSTRIES LIMITED (formerly known as KHATAU EXIM LIMITED.)

On the basis of such checks /audit procedures as we considered appropriate on the books of accounts produced before us and according to the information and explanation given to us during the course of the audit, we state that.

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

b. The management has at reasonable intervals carries out the physical verification of the fixed assets. No material discrepancies have been noticed on such verification.

c. No assets have been disposed by the company during the year. Therefore reporting under this clause does not arise.

2. As the Company did not carry on any manufacturing and trading activity during the year, clauses (a), (b), (c) of the aforesaid order are not applicable to the company.

3. The company had not granted nor taken any loans, secured or unsecured to /from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Sub - clause (b),(c) and (d) are not applicable to the company.

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

5. During the year, there is no transaction that needs to be entered into the register maintained under section 301 of the Act.

6. The company has not accepted any deposits from the public; hence question of complying with the provision of the section 58AA of the Companies Act, 1956 and Rules made there under does not arise. Hence, the provisions of clause (vi) of the order is not applicable.

7. In our opinion and according to the information and explanations given to us, we report that, the stipulation regarding an internal audit is not applicable to the company.

8. In respect of statutory dues:

a) According to the records of the company, the Provident Fund and Employee: State Insurance, Income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues have been regularly depositing during the year with appropriate authorities though there is delay in some cases.

b) There are no disputed statutory dues outstanding against the company.

9. There are no outstanding dues to any Institutions or Banks.

10. Based on our examination of the records and the information and explanations given to us, the Company has not granted ant loans and / or advance on the basis of security by way of pledge of shares, debentures and other securities.

11. The company is not a Chit Fund, Nidhi, Mutual Benefit fund or a society.

12. During the year, the Company has not dealt in dealing and trading of shares, securities, debenture and other investments. All share sans other securities held as investments by the company have been held in it''s own name.

13. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

14. No term loans were acquired during the year by the company. Therefore reporting under this clause does not arise.

15. In our opinion the company has financed, the long-term investment from internal accruals and therefore reporting under this clause does not arise.

16. The Company has not made any preferential allotment of the shares during the year.

17. During the year covered by our audit report the Company has not issued any secured debenture.

18. The Company has not raised any money by public issues during the year covered by our report.

19. As per 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.

Place: Mumbai

Date : 14/08/2012

A.F.Khasgiwala & Co.

Firm Reg. No. 105114 W

Chartered Accountants.

A.F. Khasgiwala.

Membership No. 6491

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Mar 31, 2010

1. We have audited the annexed Balance sheet of KHATAU EXIM LIMITED as at 31st March 2010 and also the Profit and Loss Account of the Company for the year ended on that date we report thereto.

1.1 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.

1.2 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. Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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.

1.3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of our audit.

1.4 In our opinion proper books of account have been kept by the Company, so far as appears form our examination of those books;

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

1.6 That no provision has made for fall in the market value of quoted shares to the extent of Rs.38,974/- which, in our opinion, is permanent in nature, as required by Accounting Standard 13 on Accounting for Investments issued by the Institute of Chartered Accountants of India (Also refer Note 2a. of Schedule J).

1.7 Subject to our remarks in Para 1.6 above, in our opinion, the Balance sheet and Profit and Loss Account comply with the Mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

2. Subject to our remarks in para 1.6 above, in our opinion and to the best of our information and according to the explanations 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 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, 2010, and.

b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

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

Statement referred to in Paragraph 1.3 of the Auditors Report to the Member of KHATAU EXIM LIMITED on the accounts for the year ended 31st March, 2010).

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

ib) The management has physically verified the fixed assets at reasonable intervals. No material discrepancies were found on such verification.

ic) The Company has not disposed off any fixed assets during the year.

ii) As the Company did not carry on any manufacturing or trading activity during the year, clauses (iia), (iib) and (iic) of the aforesaid order are not applicable to the Company.

iiia) The Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause iii(a), iii(b), iii(c) and iii(d) of the order are not applicable to the company.

iiie) The company has taken interest free unsecured loan from entity listed in the register maintained under section 301 of the Companies Act 1956. The year-end balance in respect of loan taken in the preceding years from entity listed in the register maintained under Section 301 aggregates to Rs.2,24,49,000/-.

iiif) As per the information and explanations given to us, the loans taken by the Company referred to above are interest free and without any stipulations with regards to repayment. In our opinion, the above loans taken are not prima facie prejudicial to the interests of the Company.

iiifg) As per the information and explanations given to us, there are no stipulations with regards to the repayment of loans, which have been taken from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets.

During the course of our audit, no major weakness were noticed in internal controls and as such the question of there being a continuing failure to correct such weaknesses does not arise.

va) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

vb) In our opinion and according to the information and explanations given to us, except for interest free loans taken by the Company, there are no other transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and aggregating to Rs.5,00,000 or more in respect of each party during the year.

vi) The Company has not accepted any public deposits during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules made thereunder. Hence, the provisions of clause (vi) of the Order is not applicable.

vii) The paid up capital and reserves of the Company being less than Rs.50 Lacs and its average annual turnover for the period of three consecutive financial years immediately preceding the financial year concened Company did not have any internal audit system during the year.

viii) The Company is not a manufacturing company and as such the question of the Central Government prescribing the maintenance of the cost records under section 209(l)(d) of the Companies Act, 1956 does not arise.

ix) As per the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any disputes.

x) Based on our examination of the records and the information and explanations given to us, the Company does not have any dues payable to financial institutions, banks or debentures holders.

xi) Based on our examination of the records and the information and explanations given to us the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xii) The Company is not a Chit fund, nidhi, mutual benefit fund or a society and therefore the provisions of clause (xiii)(a), (xiii)(b),(xiii)(c) and (xiii)(d) of the order are not applicable.

xiii) As regards the shares and securities held by the company, the Company has maintained proper records of the transactions and contracts and timely entries have been made therein. The said shares and investments have been held by the Company in its own name, except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

xiv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xv) The Company has not taken any term loans during the year.

xvi) In the absence of any stipulations regarding the repayment of loans taken by the Company, we are unable to comment whether short-term funds have been used for long-term investments and vice versa.

xvii) The Company has not made any preferential allotment of shares during the year under review.

xviii) During the year covered by our audit report the Company has not issued any secured debentures.

xix) The Company has not raised any money from public issues during the year covered by our report.

xx) As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For A .F. KHASGIWALA & CO.

Chartered Accountants.

(A .F. KHASGIWALA)

Partner

Membership No.6491

Place : Mumbai

Date : 19h August, 2010

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Mar 31, 2009

1. We have audited the annexed Balance sheet of KHATAU EXIM LIMITED as at 31st March 2009 and also the Profit and Loss Account of the Company for the year ended on that date we report thereto.

1.1 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.

1.2 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. Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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.

1.3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of our audit.

1.4 In our opinion proper books of account have been kept by the Company, so far as appears form our examination of those books;

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

1.6 That no provision has made for fall in the market value of quoted shares to the extent of Rs. 38,974/- which, in our opinion, is permanent in nature, as required by Accounting Standard 13 on Accounting for Investments issued by the Institute of Chartered Accountants of India (Also refer Note 2a. of Schedule ).

1.7 Subject to our remarks in Para 1.6 above, in our opinion, the Balance sheet and

Profit and Loss Account comply with the Mandatory Accounting Standards [referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

1.8 On the basis of the written representations received from the Directors as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

1.9 Subject to our remarks in para 1.6 above, in our opinion and to the best of our information and according to the explanations 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 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, 2009, and

b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

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

Statement referred to in Paragraph 1.3 of the Auditors Report to the Member of KHATAU EXIM LIMITED on the accounts for the year ended 31st March, 2009).

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

ib) The management has physically verified the fixed assets at reasonable intervals. No material discrepancies were found on such verification.

ic) The Company has not disposed off any fixed assets during the year.

ii) As the Company did not carry on any manufacturing or trading activity during the year, clauses (iia), (iib) and (iic) of the aforesaid order are not applicable to the Company.

iiia) The Company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause iii(a), iii(b), iii(c) and iii(d) of the order are not applicable to the company.

iiie) The company has taken interest free unsecured loan from entity listed in the register maintained under section 301 of the Companies Act 1956. The year-end balance in respect of loan taken in the preceding years from entity listed in the register maintained under Section 301 aggregates to Rs.2.24,42,000/-

iiif) As per the information and explanations given to us, the loans taken by the Company referred to above are interest free and without any stipulations with regards to repayment. In our opinion, the above loans taken are not prima facie prejudicial to the interests of the Company.

iiifg) As per the information and explanations given to us, there are no stipulations with regards to the repayment of loans, which have been taken from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, no major weakness were noticed in internal controls and as such theauestktn of there being a continuing failure to correct such weaknesses does not arise.

va) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

vb) In our opinion and according to the information and explanations given to us, except for interest free loans taken by the Company, there are no other transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and aggregating to Rs.5,00,000 or more in respect of each party during the year.

vi) The Company has not accepted any public deposits during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules made thereunder. Hence, the provisions of clause (vi)of the Order is not applicable.

vii) The paid up capital and reserves of the Company being less than Rs.50 Lacs and its average annual turnover for the period of three consecutive financial years immediately preceding the financial year concened Company did not have any internal audit system during the year.

viii) The Company is not a manufacturing company and as such the question of the Central Government prescribing the maintenance of the cost records under section 209(l)(d) of the Companies Act, 1956 does not arise.

ix) As per the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any disputes.

x) Based on our examination of the records and the information and explanations

given to us, the Company does not have any dues payable to financial institutions, banks or debentures holders.

xi) Based on our examination of the records and the information and explanations given to us the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xii) The Company is not a Chit fund, nidhi, mutual benefit fund or a society and therefore the provisions of clause (xiii)(a), (xiii)(b),(xiii)(c) and (xiii)(d) of the order are not applicable.

xiii) As regards the shares and securities held by the company, the Company has

maintained proper records of the transactions and contracts and timely entries have been made therein. The said shares and investments have been held by the Company in its own name, except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

xiv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xv) The Company has not taken any term loans during the year.

xvi) In the absence of any stipulations regarding the repayment of loans taken by the Company, we are unable to comment whether short-term funds have been used for long-term investments and vice versa.

xvii) The Company has not made any preferential allotment of shares during the year under review.

xviii) During the year covered by our audit report the Company has not issued any secured debentures.

xix) The Company has not raised any money from public issues during the year covered by our report.

xx) As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For A .F. KHASGIWALA & CO. Chartered Accountants. (A .F. KHASGIWALA.) Partner Membership No.6491 Place : Mumbai Date : 17th July,2009