Auditor Report of Zodiac Ventures Ltd.

Mar 31, 2025

We have audited standalone financial statements of Zodiac Ventures Limited ("the Company"), which comprise the
Balance Sheet as at 31st March, 2025 and the Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the
standalone financial statements, including a summary of significant accounting policies and other explanatory
information.

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

Basis for Opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the standalone financial statements of the current period. These matters were addressed in the context of our
audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have nothing to report in this regard.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board''s Report
including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s
Information, 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 standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance, and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the accounting Standards specified under section 133
of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

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

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

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

â¢ 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 Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.

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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of
India in terms of Sub-Section (11) of Section 143 of the Companies Act 2013, we give in the Annexure A statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

(f) With respect to adequacy of internal financial control over financial reporting of the company with reference to
standalone financial statements of the Company and the operating effectiveness of such controls, refer to our
separate report in âAnnexure Bâ.

(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:

(i) The Company did not have any pending litigations on its financial position in its financial statements.

(ii) The company did not have any long-term contract including derivative contract for which there were

any material foreseeable losses.

(iii) The company is not liable to transfer any amounts to the Investor Education and Protection Fund.

(iv) (i)The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, 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 person or entity, including foreign entities (âIntermediariesâ), 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 (âUltimate Beneficiariesâ) 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, other than as
disclosed in the notes to the accounts, no funds have been received by the company from any
person or entity, including foreign entities (âFunding Partiesâ), 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
(âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(iii) Based on audit procedures which we 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.

(v) The final dividend proposed for the previous year (FY 2023-24), declared and paid by the Company
during the year is in accordance with Section 123 of the Act, as applicable.

(vi) Based on our examination, which included test checks, the Company has used accounting software
for maintaining its books of account for the financial year ended March 31, 2025 which have the
feature of recording audit trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the software systems. Further, during the course of our audit we did
not come across any instance of the audit trail feature being tampered with and the audit trail has
been preserved by the Company as per the statutory requirements for record retention.

For Pravin Chandak & Associates

Chartered Accountants

Firmâs registration number: 116627W

Sd/-

Pravin Chandak
Partner

Membership number: 049391
Place: Mumbai
Date: 30^th May,2025
UDIN: 25049391BMJALL6134

Mar 31, 2024

We have audited the accompanying standalone financial statements of Zodiac Ventures Limited (âthe Companyâ), which comprise the balance sheet as at 31st March 2024, the statement of Profit and Loss for the year then ended, the cash flow statement for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.(hereinafter referred as âInd AS Financial Statementsâ).

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 Companies Act, 2013 (âActâ) 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 (F inancial Position) of the Company as at March 31, 2024,

b) In the case of the Statement of Profit and Loss, of the Profit (Financial Performance including comprehensive Income) of the Company for the year ended on that date;

c) In the case of Statement of Cash Flow, of the cash flows and changes in equity of the company for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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 Standalone Ind AS 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 of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Except for the matters described in the Basis for qualified opinion paragraph and emphasis of the matter, we have determined that there are no other key audit matters to communicate in our report.

Emphasis of Matter

We draw your attention that Zodiac Developers Pvt. Ltd (ZDPL), which was the subsidiary of the company last year and now having controlling interest in the associate company, is engaged in real estate business. There are several litigations involved in the Hanuman Nagar Project of the said associate Company. There is a dispute with the Joint Developer in the Project. During 2020-21, the arbitration award dated 15th October 2020 has been received for the Hanuman Nagar Project. But the Associate Company has an order from the SRA which contradicts the arbitration award and definitely has more weightage in relative terms. An application under Section 34 of the Arbitration and Conciliation Act 1996 has been filed in the Bombay High Court and the Associate Company is confident of winning the same. In the said application, the Company has obtained a stay order from the Bombay High Court against the execution of the said arbitration award. Accordingly, management is of the opinion that the amount incurred on the project stands good and recoverable along with sizable profits. The construction activity has again resumed for Sale Building No. 7. Further, Companyâs flagship said Sale Building No. 7 has now been christened as 45-Juhu Residency and the Company has received part Occupation Certificate up to the 9th habitable floor. Accordingly, the company visualizes sales proceeds, recovery of balance payments on flats sold and also new sales to occur which will improve the Cash Flow.

We draw your attention and state that Zodiac Developers Pvt. Ltd (ZDPL), an Associate company is having a Commercial dispute with Mr. Abhishek Jhaveri and two ors for refund of Rs. 2,90,00,000/- towards the advance payments given against purchase of Residential Flat in Hanuman Nagar Project and has received prohibitory Order from Bombay High Court,

Protho Notary for recovery of Rs. 2.90 Crs. And accordingly, the consent terms were filed by both the parties. However, the party has filed the Contempt petition before the Bombay High Court and got the Order of attachment of two bank accounts of ZDPL, an Associate Company. The Company has opposed the same and is in the process of reaching a settlement and paying the balance amount due and has also sought the Court''s permission to release the attachment on Bank Accounts.

We draw your attention and state that Zodiac Developers Pvt. Ltd (ZDPL), an Associate company, had advanced a sum of Rs. 8,75,00,000/- to Akshar Group in the F.Y. 2017-18. The Associate Company was informed by Akshar Group that they intend to forfeit the entire amount of Rs. 8.75,00,000/- citing breach of contract and default in our obligations to them. The dispute had arisen and there is no improvement in the situation. The Associate Company intends to pursue legal recourse to recover this amount and is confident that the same will be recovered but, the case is yet to be filed. The matter is vexed and the Associate Company is playing a balancing act to safeguard its interest.

Effects of COVID-19

We draw further attention on the uncertainties and the impact of COVID-19 pandemic on the Companyâs operations and financial statements as assessed by the Management. The actual impact may differ from such estimates depending on future developments. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act.

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

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

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

Information other than the financial statements and auditorsâ report thereon

The Companyâs Management and board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Boardâs Report including Annexure to Boardâs Report, Business Responsibility Report but does not include the Ind AS financial statements and our auditorâs report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed and based on the work done/audit report of other auditors, 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.

Auditorâs Responsibilities for the Audit of the Financial Statements

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

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

1. 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 controls.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management and Board of Directors.

4. Conclude on the appropriateness of Management and the Board of Directors'' 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 ability of the Company 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 Ind AS 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.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order,2020 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the â Annexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order ,to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements, Statement of Change in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

g) With respect to adequacy of internal financial control over financial reporting of the company with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ.

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

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

(ii) According to information and explanation given to us, theCompany didnothaveanylong-term contractsincludingderivatives contracts for which there were anymaterial foreseeable losses.

(iii) The Company yet to transfer Unpaid Dividend of Rs. 157/- pertaining to F.Y. 2015-16 to the Investor Education and Protection Fund.

(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 person or entity, including foreign entity (âIntermediariesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and;

(b) The Management has represented, that, and to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

For NAVIN NISHAR & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN. NO-116503W

Sd/-

CA. NAVIN K. NISHAR PROPRIETOR M. No. 101443 UDIN. No.: 24101443BKHKDI9499

Place : Mumbai

Date: 17^th May, 2024.

Mar 31, 2023

We have audited the accompanying standalone financial statements of Zodiac Ventures Limited (âthe Companyâ), which comprise the balance sheet as at 31^st March 2023, the statement of Profit and Loss for the year then ended, the cash flow statement for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.(hereinafter referred as âInd AS Financial Statementsâ).

a) In the case of the Balance Sheet of the state of affairs (Financial Position) of the Company as at March 31, 2023,

b) In the case of the Statement of Profit and Loss, of the Profit (Financial Performance including comprehensive Income) of the Company for the year ended on that date;

c) In the case of Statement of Cash Flow, of the cash flows and changes in equity of the company for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (Sas) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s 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 Standalone Ind AS financial statements.

Key audit matters

Except for the matters described in the Basis for qualified opinion paragraph and emphasis of the matter, we have determined that there are no other key audit matters to communicate in our report.

Emphasis of Matter

We draw your attention that Zodiac Developers Pvt. Ltd (ZDPL), which was the subsidiary of the company last year and now having controlling interest in the associate company, is engaged in real estate business. There are several litigations involved in the Hanuman Nagar Project of the said associate Company. There is a dispute with the Joint Developer in the Project. During 2020-21, the arbitration award dated 15^th October 2020 has been received for the Hanuman Nagar Project. But the Associate Company has an order from the SRA which contradicts the arbitration award and definitely has more weightage in relative terms. An application under Section 34 of the Arbitration and Conciliation Act 1996 has been filed in the Bombay High Court and the Associate Company is confident of winning the same. In the said application, the Company has obtained a stay order from the Bombay High Court against the execution of the said arbitration award. Accordingly, management is of the opinion that the amount incurred on the project stands good and recoverable along with sizable profits. The construction activity has again resumed for Sale Building No. 7. Further, Company''s flagship said Sale Building No. 7 has now been christened as 45-Juhu Residency and the Company has received part Occupation Certificate up to the 9^th habitable floor. Accordingly, the company visualizes sales proceeds, recovery of balance payments on flats sold and also new sales to occur which will improve the Cash Flow.

payments given against purchase of Residential Flat in Hanuman Nagar Project and has received prohibitory Order from Bombay High Court, Protho Notary for recovery of Rs. 2.90 Crs . And accordingly, the consent terms were filed by both the parties. However, the party has filed the Contempt petition before the Bombay High Court and got the Order of attachment of two bank accounts of ZDPL, an Associate Company. The Company has opposed the same and is in the process of reaching a settlement and paying the balance amount due and has also sought the Court''s permission to release the attachment on Bank Accounts.

Effects of COVID-19

We draw further attention on the uncertainties and the impact of COVID-19 pandemic on the Company''s operations and financial statements as assessed by the Management. The actual impact may differ from such estimates depending on future developments. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and resentationn of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, Management 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company. Information other than the financial statements and auditorsâ report thereon

The Company''s Management and board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexure to Board''s Report, Business Responsibility Report but does not include the Ind AS financial statements and our auditor''s report thereon.

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

Auditorâs Responsibilities for the Audit of the Financial Statements

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

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

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management and Board of Directors.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the â Annexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements, Statement of Change in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164 (2) of 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, in our opinion and to the best of our information and according to the explanations given to us:

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

(ii) According to information and explanation given to us, the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

(iii) The Company yet to transfer Unpaid Dividend of Rs. 1,60,214/- pertaining to F.Y. 2014-15 to the Investor Education and Protection Fund.

I Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11I, as provided under (a) and (b) above, contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

For NAVIN NISHAR & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN. NO-116503W Sd/-

CA. NAVIN K. NISHAR PROPRIETOR M. No. 101443 UDIN. No.: 23101443 BGYCZF2359

Place : Mumbai

Date: 20^th May, 2023.

Mar 31, 2018

INDEPENDENT AUDITORS REPORT

To,

The Members, Zodiac Ventures Limited.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Zodiac Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018 the Statement of Profit and Loss (including Other Comprehensive income), the statement of Cash Flows and the Statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements")

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS 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, Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 financial statements based on our audit.

We have taken into account the provision 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 of the standalone Ind AS financial statements 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 the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter described in the basis of qualified opinion paragraph 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 31 March, 2018 and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31 March, 2017 and the transition date opening balance sheet as at 1 April, 2016 included in these standalone Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us whose report for the year ended 31 March, 2017 and 31 March, 2016 dated 30th May, 2017 and 30th May, 2016 respectively expressed an unmodified opinion on those standalone financial statements as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Companies Act, 2013, we give in Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 Other Comprehensive Income), the statement of Cash Flows 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 Indian Accounting Standards specified under Section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) In our opinion, there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the company

f) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of Section 143 of the Companies Act, 2013("the Act") is enclosed as Annexure B to this report.

i. The Company does not have any pending litigations which would impact its financial position, ii. According to information and explanation given to us, the Company has not entered into any long-term contracts including derivative contracts, ill. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

	For A. R. Sodha & Co.
	Chartered Accountants
	FRN110324W
	Dipesh R. Sangoi
	Partner
Place : Mumbai	M.No.1 24295
Date: 28th May, 2018

ANNEXURE A TO AUDITORS''S REPORT

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. a. According to information and explanations given to us by the management and records furnished

before us, the Company is not having any Fixed Assets. Accordingly Clause 3(i)(a) and (b) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

b. According to information and explanations given to us by the management and records furnished before us, the Company is not holding any immovable property. Accordingly Clause 3(i)(c) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

2. a. According to information and explanation given to us by the management and records furnished

before us, the Company is not having any Inventory. Accordingly Clause 3 (ii) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

3. According to the information and explanation given to us and on the basis of records furnished before us, Company has not granted any secured or unsecured loans during the year to companies, firms, limited liability partnerships or any other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly Clause 3(iii)(a), (b) & (c) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

4. According to the information and explanation given to us and on the basis of records furnished before us, Company has not provided any loans, guarantees and security. Accordingly Clause 3(iv) of Companies (Auditor''s Report) Order, 2016 is not applicable.

5. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not accepted any deposits within the meaning of section 73 to 76 from public during the year. Accordingly clause 3(v) of Companies (Auditor''s Report) Order, 2016 is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of services dealt with by the Company. Accordingly Clause 3(vi) of Companies (Auditor''s Report) Order, 2016 is not applicable.

7. a. According to the information and explanations given to us and records examined by us, the Company has delayed''m depositing of undisputed statutory dues with respect to Tax Deducted at Source, Profession Tax, Service tax and Goods and Service Tax. However, there are no outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

b. According to information and explanation given to us, there are no disputed statutory dues relating to Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Goods and Service Tax or any other statute.

8. According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken any loan from any bank or financial institution or any borrowings from debenture holders. Accordingly Clause 3(viii) of Companies (Auditor''s Report) Order, 2016 is not applicable.

9. According to the records of the Company examined by us and the information and explanations given to us, the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly Clause 3(ix) of Companies (Auditor''s Report) Order, 2016 is not applicable.

10. During the course of our examination of the books and records of the company, carried out in accordance with 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 by its officers or employees during the year nor we have been informed of such instances by the management.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company not has paid/provided for any managerial remuneration during the year. Accordingly Clause 3(xi) of Companies (Auditor''s Report) Order is not applicable.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. According the clause 3(xii) of Companies (Auditor''s Report) Order, 2016 is not applicable.

13. According to the information and explanation provided to us and based on our examination of the records of the Company, the transaction with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in financial statements as required by the applicable Accounting Standards.

14. According to the information and explanation provide to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly the clause 3(xiv) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

15. According to the information and explanation provided to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with directors or persons connected with him. Accordingly clause 3(xv) of the Companies (Auditor Report) Order, 2016 is not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

	For A. R. SODHA & Co.
	Chartered Accountant
	FRN110324W
	Dipesh R. Sangoi
	Partner
	M. No 124295
Place: Mumbai
Date: 28th May, 2018

ANNEXURE B TO AUDITORS''S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Zodiac Ventures Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

	For A.R. Sodha & Co.
	Chartered Accountants
	FRN110324W
	A.R. Sodha
	Partner
	M No. 124295
Place: Mumbai
Date: 28th May, 2018

Mar 31, 2015

We have audited the accompanying standalone financial statements of Zodiac Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statement based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards are 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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 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 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub- section( 11) of the section 143 of the Companies Act. 2013, we give in the Annexure statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section i43 (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) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

d) On the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer note 2.19 to the financial statements.

ii. According to information and explanation given to us, the company has not entered into any long-term contracts including derivative contracts.

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

ANNEXURE TO AUDITORS REPORT

On the basis of such checks as we considered appropriate and in terms of information and Explanations given to us, we state that:

1. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets. Accordingly Clause 3(ii) (a) and (b) of the Companies (Auditor's Report) Order, 2015 is not applicable.

2. According to information and explanation given to us by the management and records furnished before us, the company is not having any Inventory. Accordingly clause 3 (ii)(a), (b), and (c) of the Companies( Auditor's Report) Order, 2015 is not applicable.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, company has not granted unsecured loans during the year to any parties covered in the register maintained under section 189 of the Companies Act, 2013. However, it had granted unsecured loan to its subsidiary in the previous financial year.

b. According to information and explanation furnished to us, the receipt, of the principal amount and interest are also regular.

c. According to information and explanation given to us, since the loans are repayable on demand, we cannot comment with respect to the overdue amount.

4. In our opinion, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and for the sale of services. Neither we have come across nor we have been informed of any continuing failure to correct the major weakness in the internal control.

5. The company has not accepted deposits form the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there Under. Accordingly Clause 3(v) of Companies (Auditor's Report) Order, 2015 is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of products dealt with by the company.

7. a. According to the information and explanations given to us and records examined by us, the Company has generally delayed in depositing of undisputed statutory dues with respect to Income Tax, Tax Deducted at Source, Dividend Distribution Tax and Service tax. However, there are no outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

b. According to information and explanation given to us, there are no dues relating to Income Tax, Sales tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Cess, or any other statute which have been deposited on account of dispute.

c. According to information and explanations given to us, there are no dues relating to Income Tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess, or any other statute, which have not been deposited on account of dispute.

8. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the current and immediately preceding financial year.

9. According to the records of the company examined by us and the information and Explanations given to us, the company has not taken any loan from any bank or financial Institution. Accordingly Clause3 (ix) of Companies (Auditor's Report) Order, 2015 is not applicable.

10. According to information and explanation provided to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 3 (x) of Companies (Auditor's Report) Order, 2015 is not applicable.

11. According to information and explanation given to us by the management and records furnished before us, during the year company has not taken any term loan. Accordingly clause 3 (xi) of Companies(Auditor's Report) Order, 2015 is not applicable.

12. During the course of our examination of the books and records of the company, carried out in accordance with 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 period nor we have been informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

FRN110324W

Dipesh Sangoi Partner M. No 124295 Place: Mumbai Date : 30th May 2015

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 principles generally accepted in India including 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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 (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 Act;

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014

Annexure referred to in Paragraph 3 of our report of even date On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets, Accordingly Clause 4(i)(a), (b), and (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

2. According to information and explanation given to us by the management and records furnished before us, the Company is not having any Inventory, Accordingly Clause 4 (ii)(a), (b), and (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

3. a. According to the information and explanations given to us and on the basis of records furnished before us, the company has granted loan to its subsidiary company during the year. The maximum amount involved during the year is Rs. 42,21,995/- and the yearend balance of loan was Rs. 7,93,951.

b. In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given are prima facie not prejudicial to interest of the company.

c. According to the information and explanation given to us the said loan and interest thereon is repayable on demand and has been repaid as and when demanded.

d. According to the information and explanation given to us there is no overdue with respect to principal and interest.

e. According to the information and explanation given to us and records furnished before us for verification, during the year under consideration the company has taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs. 28,18,551/- and the yearend balance is Rs. 24,76,726/-.

f. In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions on which loans have been taken are prima facie not prejudicial to interest of the company

g. According to the information and explanation given to us the said loan and interest thereon is repayable on demand and has been repaid as and when demanded.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, in our opinion, are made at price which is reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

7. According to information and explanations given to us no internal audit has been carried out during the year considering the nature and volume of the activity.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. According to the information and explanations given to us and records examined by us, the Company has generally delayed depositing of undisputed statutory dues with respect to Income Tax, Tax Deducted at Source, Dividend Distribution Tax and Service tax.

b. According to information and explanation given to us and records examined by us, Dividend Distribution Tax, Income Tax and Tax Deducted at source amounting to Rs.1,90,124/-, Rs.12,81,830/- and Rs. 62,800/- respectively are outstanding beyond six months from the date they become payable at the end of the year.

c. According to information & explanation given to us and the records of the Company examined by us, there are no statutory dues which were not deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the current and immediately preceding financial year.

11. As per the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions during the year. The company has not borrowed any sums through debentures.

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

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies. Accordingly clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

14. According to Information and explanation given to us and records examined by us, in our opinion the company has maintained proper records and contracts with respect to investments and has made timely entries therein of investment in shares. Investments are held in the name of the company.

15. According to information and explanations provide to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 4(xv) of Companies (Auditor''s Report) Order, 2003 is not applicable.

16. According to information and explanations given to us by the management and records furnished before us, during the year company has not taken any term loan. Accordingly clause 4(xvi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and overall examination of records furnished before us, funds raised on short-term basis have not been prima-facie used for long-term investment.

18. During the period, the company has not made allotment of shares on preferential basis to parties and companies covered in the register maintained under section 301 of the Act. Accordingly Clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with 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 period nor we have been informed of such instances by the management.

For A. R. SODHA & CO. Chartered Accountants, FRN:110324W

Dipesh R Sangoi Partner. M. No.124295 Place: Mumbai. Date: 30th May 2014

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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 principles generally accepted in India including 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

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 (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 Act;

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013

Annexure referred to in Paragraph 3 of our report of even date

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets, Accordingly Clause 4(i)(a), (b), and (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

2. According to information and explanation given to us by the management and records furnished before us, the Company is not having any Inventory, Accordingly Clause 4 (ii)(a), (b), and (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

3. a. According to the information and explanations given to us and on the basis of records furnished before us, the company has granted loan to its subsidiary company during the year. The maximum amount involved during the year is Rs.59,04,693 and the yearend balance of loan was Rs.32,06,995.

b. In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given are prima facie not prejudicial to interest of the company.

c. According to the information and explanation given to us the said loan and interest thereon is repayable on demand and has been repaid as and when demanded.

d. According to the information and explanation given to us there is no overdue with respect to principal and interest.

e. According to the information and explanation given to us and records furnished before us for verification, during the year under consideration the company has taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs.16,92,429 and the yearend balance is Rs.47,335.

f. In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions on which loans have been taken are prima facie not prejudicial to interest of the company

g. According to the information and explanation given to us the said loan and interest thereon is repayable on demand and has been repaid as and when demanded.

4. According to the information & explanations given to us, during the year company has not carried on any operating business activity hence we cannot comment whether internal control procedure are commensurate with the size of the company and the nature of its business.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, in our opinion, are made at price which is reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

7. According to information and explanations given to us no internal audit has been carried out during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing undisputed statutory dues including investor education and protection fund, income tax, wealth tax, service tax with the appropriate authorities except few delays in payment of Service tax.

b. No statutory dues are outstanding beyond six months from the date they become payable at the end of the year.

c. According to information & explanation given to us and the records of the Company examined by us, there are no statutory dues which were not deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the current and immediately preceding financial year.

11. As per the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions during the year. The company has not borrowed any sums through debentures.

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

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies. Accordingly clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

14. According to Information and explanation given to us and records examined by us, in our opinion the company has maintained proper records and contracts with respect to investments and has made timely entries therein of investment in shares. Investments are held in the name of the company.

15. According to information and explanations provide to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 4(xv) of Companies (Auditor''s Report) Order, 2003 is not applicable.

16. According to information and explanations given to us by the management and records furnished before us, during the year company has not taken any term loan. Accordingly clause 4(xvi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and overall examination of records furnished before us, funds raised on short-term basis have not been prima-facie used for long- term investment.

18. During the period, the company has made allotment of shares on preferential basis to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with 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 period nor we have been informed of such instances by the management.

For A. R. SODHA & CO.

Chartered Accountants,

FRN: 110324W

Dipesh R Sangoi

Partner.

M. No. 124295

Place: Mumbai.

Date : 30th May, 2013

Mar 31, 2012

1) We have audited the attached Balance Sheet of Zodiac Ventures Ltd. as at 31st March 2012, Profit and Loss Account and cash flow for the year ended on that date annexed thereto. These financial statements are the responsibility of the CompanyRs.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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (AuditorRs.s Report) Order, 2003 issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks and verification as were considered necessary, we report, in the Annexure hereto on the matters specified in the Paragraph 4 of the said order.

4) Further to our comments in the Annexure referred to 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 accounts 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 Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the Accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors of the Company as at March 31, 2012 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the company under clause (g) of subsection (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 above the said accounts together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives true and fair view in conformity with the accounting principles generally accepted in India

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

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

iii) In case of Cash Flow of the cash flow for the year ended on that date

Annexure To The Auditors Report On The Accounts For The Year Ended 31st March, 2012 Annexure referred to in Paragraph 3 of our report of even date

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets, Accordingly Clause 4(i)(a), (b), and (c) of Companies (AuditorRs.s Report) Order, 2003 is not applicable

2. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Inventory, Accordingly Clause 4 (ii)(a), (b), and (c) of Companies (AuditorRs.s Report) Order, 2003 is not applicable

3. a. According to the information and explanations given to us and on the basis of records furnished before us,

the company has granted loan to its subsidiary company during the year. The maximum amount involved during the year is Rs. 13,25,000 and the yearend balance of loan was Rs. 13,25,000.

b. According to the information and explanation given to us the rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

c. According to information and explanation given to us the above loan and interest thereon is repayable on demand and the repayment was not demanded during the year. Accordingly question of regularity of payment of principal and interest does not arise.

d. Since repayment was not demanded question of overdue amount does not arise

e. According to the information and explanation given to us and records furnished before us for verification, during the year under consideration the company has taken interest free unsecured loan from two parties covered in the register maintained under section 301 of the Act. Maximum amount involved was Rs. 56,79,593 and the yearend balance is Rs. 11,59,328.

f. According to information and explanation given to us the rate of interest and other terms and conditions are prima facie not pre-judicial to the interest of the company.

g. According to information and explanation given to us the said loan is repayable on demand and has been repaid as and when demanded.

4. According to the information & explanations given to us, during the year company has not carried on any operating business activity hence we cannot comment whether internal control procedure are commensurate with the size of the company and the nature of its business.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, in our opinion, are made at price which is reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public hence Clause 4(vi) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

7. According to information and explanation given to us no internal audit has been carried out during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing undisputed statutory dues including, investor education and protection fund, income tax, wealth tax, and other dues with the appropriate authorities and there were no amounts outstanding beyond six months at the end of the year.

b. According to information & explanation given to us and the records of the Company, there were no statutory due which were not deposited on account of any dispute

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the current and immediately preceding financial year.

11. As per the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions during the year. The Company has not borrowed any sums through debentures.

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

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies. Accordingly clause 4(xiii) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

14. According to Information and explanation given to us and records examined by us, in our opinion the company has maintained proper records and contracts with respect to investments and has made timely entries therein of investment in Shares. Investments are held in the name of the company.

15. According to information and explanations provide to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 4(xv) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

16. According to information and explanations given to us by the management and records furnished before us, during the year company has not taken any term loan. Accordingly clause 4(xvi) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and overall examination of records furnished before us, funds raised on short-term basis have not been prima-facie used for long-term investment.

18. During the period, the company has not made allotment of shares on preferential basis to parties and companies covered in the registered maintained under section 301 of the Act hence Clause 4(xviii) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (AuditorRs.s Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with 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 period nor we have been informed of such instances by the management.

For A. R. SODHA & CO. Chartered Accountants,

FRN : 110324W

Sd/-

(Dipesh R. Sangoi)

Partner.

M. No. 124295

Place: Mumbai.

Date : 30th May, 2012

Mar 31, 2011

1) We have audited the attached Balance Sheet of Zodiac Ventures Ltd. (Previously Known as Money Masters Investment Limited) as at 31st March 2011, Profit and Loss Account and cash flow 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks and verification as were considered necessary, we report, in the Annexure hereto on the matters specified in the Paragraph 4 of the said order.

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

b) 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;

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

d) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

e) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report are in compliance with the Accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

f) On the basis of written representations received from the Directors of the Company as at March 31, 2011 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the company under clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

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

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

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

iii) In case of Cash Flow of the cash flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

Annexure referred to in Paragraph 3 of our report of even date

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets, Accordingly Clause 4(i)(a), (b), and (c) of Companies (Auditor's Report) Order, 2003 is not applicable

2. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Inventory, Accordingly Clause 4 (ii)(a), (b), and (c) of Companies (Auditor's Report) Order, 2003 is not applicable

3. a. According to the information and explanations given to us and on the basis of records furnished before us, the company has not granted any loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Clause 4(iii)(a), (b), (c), and (d) of Companies (Auditor's Report) Order, 2003 is not applicable.

b. According to the information and explanation given to us and records furnished before us for verification, during the year under consideration the company has taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Act. Maximum amount involved was Rs.99.44 Lacs

c. According to information and explanation given to us the rate of interest and other terms and conditions are prima facie not pre- judicial to the interest of the company.

d. According to information and explanation given to us the said loan is repayable on demand and has been repaid as and when demanded.

4. According to the information & explanations given to us, during the year company has not carried on any operating business activity hence we cannot comment whether internal control procedure are commensurate with the size of the company and the nature of its business.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, in our opinion, are made at price which is reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditor's Report) Order, 2003 is not applicable.

7. Since company has not carried on any activity during the year no Internal Audit was carried out.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing undisputed statutory dues including, investor education and protection fund, income tax, wealth tax, and other dues with the appropriate authorities and there were no amounts outstanding beyond six months at the end of the year.

b. According to information & explanation given to us and the records of the Company, there were no statutory due which were not deposited on account of any dispute

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the current and immediately preceding financial year.

11. As per the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions during the year. The Company has not borrowed any sums through debentures.

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

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies. Accordingly clause 4(xiii) of Companies (Auditor's Report) Order, 2003 is not applicable.

14. According to Information and explanation given to us and records examined by us, in our opinion the company has maintained proper records and contracts with respect to investments and has made timely entries therein of investment in Shares. Investments are held in the name of the company.

15. According to information and explanations provide to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 4(xv) of Companies (Auditor's Report) Order, 2003 is not applicable.

16. According to information and explanations given to us by the management and records furnished before us, during the year company has not taken any term loan. Accordingly clause 4(xvi) of Companies (Auditor's Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and overall examination of records furnished before us, funds raised on short- term basis have not been prima- facie used for long- term investment.

18. During the period, the company has not made allotment of shares on preferential basis to parties and companies covered in the registered maintained under section 301 of the Act hence Clause 4(xviii) of Companies (Auditor's Report) Order, 2003 is not applicable.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20. The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with 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 period nor we have been informed of such instances by the management.

For A. R. SODHA & CO.

Chartered Accountants,

FRN : 110324W

Sd/-

(Dipesh R. Sangoi)

Partner.

M. No. 124295

Place: Mumbai.

Date : 30th May, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of ZODIAC VENTURES LTD. (Earlier Money Masters Investment Ltd.) as at 31st March 2010. and also the Profit and Loss Account and the Cash Flow 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 the financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, the 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) (Amendment) Order, 2004 issued by the Central Government in terms of section 227 (4A) of the Companies Act. 1956, we enclose in the annexure a statement on the matter specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 1 above:

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 accounts, as required by law, have been kept by the Company so far as it appears from our examination of such books.

c) The Balance Sheet. Profit 5 Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the boob of accounts.

d) The companys Balance Sheet. Profit & Loss Account and the Cash Flow Statement dealt with in this report are in line with the Accounting standards prescribed by law in sub-section (3c) of section 211 of the Companies Act. I35B.

e) On the basis of the written representation received from the Directors, as on 31st March 20ID. and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on 31st March 2DID from being appointed as a Director under clause (g) of subsection (I) of section 274 of the Companies Act. I95B.

f) In our opinion and to the best of our information and according to explanations given to us. the said accounts read with schedules attached thereto and notes thereon give the information required by the Companies Act. I956. 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 Balance Sheet, of the state of affairs of the company as at 31st March. 2010

ii) In the case of Profit & Loss. Account of the profit 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 3 of our report of even date:

1. The Company does not have any fixed assets. In the absence of the same the question of reporting under clause 4(i) (a). 4{i) (b) and 4(iv) does not arise.

2. Since the Company has not carried out any manufacturing or trading activity during the year, in view of the same, reporting under clause 4(ii) (a), 4(ii) (b). 4(ii) (c). 4(iv) and 4(viii). are not considered as applicable.

3. The Company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies act. 1956. Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken does not arise.

4. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 3DI of the Companies Act. 1956 have been so entered.

5. Based on our scrutiny of the companys records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits so far up to 31st March 2DID

B. In our opinion, the Company has an internal audit system commensurate with size and nature of its business.

7. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues on account of income tax. The liability of Provident Fund. Labour Welfare Fund, and Employees State Insurance. Wealth tax. Custom Duty. Cess. Service Tax and other statutory dues are not applicable to the Company.

8. According to the records and as per the information and explanations given to us thereon, no material undisputed amounts towards statutory payments are outstanding as at 31st March 2DI0

9. According to the records and as per the information and explanation given to us no disputed amounts are outstanding as payable by the Company.

10.. There are no accumulated losses as at 31st March 2010. The Company has not incurred any cash loss during the year under audit.

11. The Company has not borrowed any funds from any Financial Institution. In view of the same reporting on regularity in repayment of dues to a Financial Institution. Bank or debenture holders do not arise.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. In the absence of any such loans granted the question of reporting on the terms and conditions thereof, does not arise.

13. The Company is not a chit fund, nidhi / mutual benefit fund and therefore the requirements pertaining to such class of companies are not applicable.

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

15. The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

16. The Company has not taken new term loans during the year under consideration. In the absence of the same reporting on its utilization does not arise.

17. The Company has not utilized its Short-term funds for long-term investments.

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

19. During the year covered by our audit, the Company has not issued debentures. The question of creating any security against debentures does not arise.

20. In the absence of any public issue made during the year under consideration, the question of verifying the application of money raised by public issue does not arise.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of audit.

For Hemant Merchant & Co Chartered Accountants

Sd /-

Hemant Merchant

Proprietor

Membership No.: 33805

Place : Mumbai Date : 09/07/2010

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