Auditor Report of Wardwizard Healthcare Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of WARDWIZARD HEALTHCARE LIMITED
(Formerly known as Ayoki Merchantile Limited) which comprise the Balance Sheet as at 31st March,
2024, and the Statement of Profit and Loss, including other comprehensive income, Cash Flow Statement
and the Statement of Changes in Equity for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as the "financial statements").

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs),
as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Companies Act, 2013 and the Rules there under,
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 on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for the financial year ended 31st March, 2024. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For the matter below, our
description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matter to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of
the financial statements section of our report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial statements.

Key Audit Matter	How The Mater Was Addressed in Our Audit
During the current reporting period, the Company	Our procedures to address the matter included,
underwent significant changes, including a change in its management, promoter ownership,	but were not limited to, the following:
name from "Ayoki Merchantile Limited" to	> Review of Board and Shareholders''
"Wardwizard Healthcare Limited" and a	Resolutions:
substantial alteration in its business object. The	We reviewed the resolutions passed by
specific details of these changes are as follows: -	the Board of Directors and the shareholders approving the name
> Business Object Change:	change and the alteration in the
Establishing and managing hospitals,	business object.
dispensaries, and other healthcare	> Regulatory Filings:
services, providing medical	We obtained filings made with the
consultancy and technical know-how	relevant regulatory authorities to
both domestically and	confirm compliance with applicable
internationally, supporting and	regulations related to transfer of
participating in medical research for	ownership.
disease control and enhancing	> Disclosure in Financial Statements:
medical services.	We evaluated the adequacy of disclosures in the financial statements
> Change in Ownership:	regarding the change in name and
These changes included the appointment	business object to ensure they provide
of new key executives and a transfer of	sufficient information to the users of the
ownership control from the previous	financial statements. Refer note no.8 of
promoters to new ones.	the financial statements for disclosure of change in promoter ownership.

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

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual report, but does not include the financial statements
and our auditor''s 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 such 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.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the maters stated in section 134(5) of the Act with
respect to the preparation and presentation of these financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Board of Directors is
also responsible for 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; the 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 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.

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

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

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

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

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

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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

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

Other Maters

• The financial statements of the Company for the year ended 31st March, 2023 were audited by

the predecessor auditor who expressed an unmodified opinion on those financial statements on

12th May, 2023. Our opinion is not modified in respect of this matter.

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 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 including the Statement of Other
Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt
with by this Report are in agreement with the books of account;

D) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act;

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

G) In our opinion, the managerial remuneration for the year ended 31st March, 2024 has been
paid / provided by the Company to its directors in accordance with the provisions of Section
197 read with Schedule V to the Act.

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

a) The Company has disclosed the impact of pending litigations, if any, on its financial
position in its financial statements. Refer Note No. 21 of the financial Statements.

b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;

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

d)

i. The management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the company to or in any other
persons or entities, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

ii. The management has represented, that, to the best of its knowledge and belief, no
funds have been received by the company from any persons or entities, including
foreign entities ("Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has caused
them to believe that the representations under sub-clause (i) and (ii) contain any
material mis-statement.

e) The company has not declared any dividend during the year under review.

f) Based on our examination, which included test checks, the Company has migrated from
the old accounting software to updated accounting software which has a feature of
recording audit trail (edit log) facility for maintaining its books of account during the
financial year ended 31st March 2024, for all relevant transactions recorded in the
software. Further, during the course of our audit we did not come across any instance of
the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial year ended
31st March 2024.

For Mahesh Udhwani & Associates
Chartered Accountants
FRN :129738W

Mahesh Udhwani

Partner

M.N:- 047328

UDIN: 24047328BJZYOX3894
Place: Vadodara
Date: 30/05/2024

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Ayoki Merchantile Limited („the Company") which comprise the Balance Sheet as at 31 March 2014, the statement of profit and loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/ 2013 dated 13 September issued by the Ministry of Corporate Affairs w.e. f. 12 September, 2013) and in accordance with accounting principles generally accepted in India.This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014

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

(iii) in the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor" s Report) Order, 2003 ("the Order"), as amended, issued

by the Central Government of India in terms of sub-section (4 A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; ( which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 Sepetember issued by the Ministry of Corporate Affairs w.e. f. 12 September, 2013)

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to our Report of even date on the accounts of Ayoki Merchantile Limited, for the year ended 31st March, 2014.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. The Company does not have any fixed assets, hence maintaining of proper records showing full particulars including quantitative details and situation of Fixed Assets and Clause (b) and (c) are not applicable to the company.

2. The company does not have any inventory and consequently the clause 4(ii) (a) to (c) of the order is not applicable to the company.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls,

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning of the section 58 A and 58 A A of the Company Act ,1956 and rules framed there under.

7. According to the information and explainations given to us, there is no formal internal audit system in the company , however in our opinion the company has adequate internal control system commensurate with the size and nature of its business.

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

9. According to the information and explanation 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, Wealth Tax , Sales Tax , Service Tax, Custom Duty, Excise duty and other material Statutory dues have generally been deposited on a regular basis during the year by the Company with appropriate authorities. There are no arrears of undisputed statutory dues as at 31st March, 2014 for a period of more than 6 months from the date they became payable. As explained to us the company did not have any dues on account of Investor Education and Protection Fund.

10. According to the information and explanation given to us ,the company does not have any accumulated losses at the end of the financial Year, and has not incurred cash losses in the current financial year, however the company has incurred cash losses in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the information and explanation given to us, the company is not dealing in or trading in shares,securities, debentures or investments . Accordingly clause 4 (xiv) of the order is not applicable to the company.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments and vice-versa.

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

19. No Debentures has been issued by the Company during the year.

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

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the Information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year nor have we been informed of any such case by the management.

For J.B.DUDHELA & CO Chartered Accountants FRN : 102777W



(J.B.DUDHELA) Proprietor Memb. No. 035354

PLACE: Mumbai DATE: 28/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ayoki Merchantile Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the statement of profit and loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company" s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(i) in the case of the balance sheet, of the s''tate of affairs of the Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the Loss for the year ended on that date

(iii) in the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 6f 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 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to our Report of even date on the accounts of Ayoki Merchantile Limited, for the year ended 31st March, 2013.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. The Company is not having any fixed assets, hence maintaining of proper records showing full particulars including quantitative details and situation of Fixed Assets and Clause (b) and (c) are not applicable to the company.

2. The company does not have any inventory and consequently the clause 4(ii) (a) to (c) of the order is not applicable to the company.

3. The company has not granted/taken any loans, secured or unsecured to/from the companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) and (d)/ (f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public which fall within the meaning of the section 58 A and 58 AA of the Company Act ,1956 and rules framed there under.

7. In our opinion , clause (vii) of the order relating to internal audit system is not applicable to the company during the year.

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

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax , Wealth Tax , Sales Tax , Custom Duty, Excise duty and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for the period more than six months.

10. According to the information and explanation given to us the company has no accumulated losses at the end of the financial Year,however the company has incurred cash losses in the financial year and has incurred Cash Loss in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the information and explanation given to us, the company is not dealing in or trading in shares,securities, debentures or investments . Accordingly clause 4 (xiv) of the order is not applicable to the company.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investments and vice-versa.

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

19. No Debentures has been issued by the Company during the year.

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

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the Information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.



For J.B.DUDHELA & CO

Chartered Accountants

FRN : 102777W



(J.B.DUDHELA)

Proprietor

Memb. No. 035354



PLACE: Mumbai

DATE: 29/05/2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. AYOKI MERCHANTILE LTD (“the Company”) as at 31st March, 2012, Statement of Profit & Loss account and Cash Flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

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

3. As required by the Companies (Auditor's Report) Order,2003 as amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act 1956 (“the Act”),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 during the course of our audit. We give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appear from our examinations of those books

c) The Balance Sheet, Statement of Profit and Loss account dealt with by this report are in agreements with the books of account.

d) In our opinion the Statement of Profit and Loss account and Balance Sheet comply with the accounting standards referred to in sub section (3c) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received by the company from the Directors, taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012, from being appointed as a Director u/s 274 (1) (g) of the Companies Act, 1956.

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

(i) in the case of Balances Sheet, of the state of affairs as at 31st March, 2012.

(ii) in the case of statement of profit and Loss account, of the loss of the company for the year ended on that date

(iii) in the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the members of AYOKI

MERCHANTILE LTD on the Financial statements for the year ended March 31, 2012.

1. The Company is not having any fixed assets, hence maintaining of proper records showing full particulars including quantitative details and situation of Fixed Assets and Clause (b) and (c) are not applicable to the company.

2. The company does not have any inventory and consequently the clause 4(ii) (a) to (c) of the order is not applicable to the company.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly clause

(iii)(a),(b),(c),(a),(e),(f) and (g) of the order are not applicable. Advances received/paid in temporary Debit/Credit balances with related parties are not considered to be borrowing/lending.

4. In our opinion and according to the 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 with regard to purchase of fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. (a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

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 Act and rules framed there under.

7. In our opinion, Clause (vii) of the order relating to an internal audit system is not applicable to the company during the year under audit.

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and Cess outstanding as at the 31st March, 2012, for a period more than six months from the date they became payable.

10. The Company has no accumulated losses as at 31st March,2012. However the company has incurred cash losses during the year under report and also in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to banks and financial institutions during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi/mutual benefit fund/society.

14. In our opinion, the company is not dealing in & trading in shares, securities, debentures of listed companies. Accordingly provisions of Clause (xiv) of the order are not applicable to the company.

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

16. The Company has not obtained any term loan during the year.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

19. The company has not issued any debentures during the year.

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

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year, nor have we been informed of such case by the management.

For J. B. DUDHELA & CO. Chartered Accountants FRN. NO.102777W

Sd/-

J. B. DUDHELA Proprietor Membership no. 035354

Place: Mumbai Date :31/08/2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of AYOKI MERCHANTILE LIMITED as at 31st March, 2010 and the Profit and Loss Account of the Company 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 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 misstatements. 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the said Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, 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 in paragraph 3 above, we report that:-

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

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

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

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

e) According to the information and explanation given to us and on the basis of written representation received from the Directors of the Company, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Significant Accounting Policies and Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

iii) in the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our Auditors Report of even date on the financial statements for the year ended March 31, 2010 of AYOKI MERCHANTILE LIMITED on the basis of such checks as we considered appropriate and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. The company is not having any fixed assets, hence maintaining proper records showing full particulars, including quantitative details and situation of fixed assets, is not applicable to the company.

2. The Company is not having any inventories hence verification of inventories is not applicable to the company.

3 (a) The company has not granted secured loan to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause (iii) (a), (b), (c) (d) (e) (f) and (g) of the Order are not applicable.

(b) The company has taken unsecured loans from a company covered in the register maintained under section 301 of the Companies Act, 1956. The Maximum amount involved during the year and year end balance of such loan aggregates to Rs.2,82,500 an Rs 2,82,500/-. respectively

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with size of the Company and the nature of its business for the purchase and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) In our opinion and according to the information and explanation given to us, particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) The Company has not given any secured or unsecured loan above Rs. 5 Lakhs.

6. The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India, the provision of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. Clause (vii) of the Order relating to internal audit system is not applicable to the company during the year under audit.

8. We have been informed that the Central Government has not prescribed for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of goods or services of the company.

9. (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, service tax, customs duty, wealth tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have accumulated losses as at the end of the financial year. However, the Company has incurred cash losses during the current financial year.

11. Based on our audit procedures and the information and explanations given by the management, there are no liabilities from banks financial institutions or debenture holders, and hence there is no default in repayment of the same.

12. 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.

13. In our opinion, the Company is not a Chit fund Company or nidhi/mutual benefit fund/society. Therefore the provisions of Clause (xiii) of the Order are not applicable to the Company.

14. In our opinion, the Company is not trading in equity shares of listed companies. Accordingly, the provisions of clause (xiv) of the Order are not applicable to the Company.

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

16. The Company has not obtained any Term Loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that fund raised on short term basir have not been used for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year under review.

20. During the period covered by our audit report, the Company has not raised any money by public issues.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Sanjay B. Sharma & Co.

Chartered Accountants

Sd/-

Sanjay B. Sharma

Proprietor

Membership No. 042298

Place : Mumbai

Date : October 6th, 2010