Auditor Report of Asian Flora Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of Asian Flora
Limited (“the Company”), which comprise the Balance Sheet as at 31^st March 2025,
and the statement of profit and loss (including Other Comprehensive Income), the cash
flow Statement and the statement of changes in equity and for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended (“1ND AS”) and other accounting principles generally accepted in India, of the

state of affairs of the Company as at31^stMarch,2025, and it’s Loss, other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

“We have determined that there are no key audit matters to communicate in our
report.”

Other Information

The Company’s Board of Directors are responsible for the other information. The other
information comprises the information included in the annual report, for example,
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 standalone financial statements and our auditor''s
report thereon. The other information as stated above is expected to be made available
to us after the date of this auditor’s report.

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

In connection with our audit of the standalone financial statements, our responsibility is
to read the other information identified above when it becomes available and, in doing
so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the other information as stated above, if we conclude that there is a
material misstatement therein, we are required to communicate the matter to those
charged with Governance.

Management’s Responsibility for the Standalone 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 standalone 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 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 standalone financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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 the management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

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

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

We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)

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

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone 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 standalone 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 standalone 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”),
issued by the Central Government of India in terms of sub-section (11) of section
143 of the Companies Act, 2013, we give in the “Annexure-B” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 except for the
matters stated in paragraph (h) below reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, The Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid 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 31^st March, 2025 from being appointed as a director in terms of
Section 164(2) of the Act.

given to us, the remuneration paid/provided by the Company to its directors for
the year is in accordance with the provisions of the section 197 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:

a) The Company has disclosed the impact of pending litigations on its
financial position in its Standalone Ind AS financial statements.

b) The Company has made provision, as required under the applicable laws or
accounting standards, for material foreseeable losses, if any, on long term
contracts including derivative contracts;

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

d) i) The management of the Company has represented to us 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(s) or entity(ies), including foreign entities
(“Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf
of the Company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

ii) The management of the Company has represented to us 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(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries,
iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement.

e) Not applicable as no Dividend is declared.

f) Based on our examination which included test checks, except for the
instances mentioned below, the Company has used an accounting software
for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has been operated throughout the year for all
relevant transactions recorded in the software:

i. The feature of recording audit trail (edit log) facility was not enabled
for certain changes in the accounting software which can be performed
by users having privileged access (debug).

ii. The feature of recording audit trail (edit log) facility was not enabled at
the database level to log any direct data changes for the accounting
software used for maintaining the books of accounts.

Further, where audit trail feature was enabled and operated throughout the
year, we did not come across any instance of audit trail feature being
tampered.

g) With respect to the matter to be included in the Auditor’s Report under
Section 197(16) of the Act:

In our opinion and according to the information and explanations given to
us, no remuneration was paid/payable to the Directors for the year.

For Sathuluri & Co.,

Chartered Accountants
Firm Regn No: 006383S

(S.S. Prakash)

Partner

Membership No.202710

UDIN: 25202710BMKWYU8096

Place : Hyderabad

Date: 30-05-2025

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Mar 31, 2011

1. We have audited the attached Balance Sheet of "M/s Asian Flora Limited". As at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in 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 of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a. We have obtained only the available information and explanations to the extent furnished and as is made available to us. In view of the closure of the unit since long and non availability of staff; the availability of information and explanation have got effected to a certain extent and subject to these limitations we could elicit the information to the best of our knowledge and K belief which were necessary for the purpose of our audit

b. In our opinion, proper books of accounts as required by Law "Prima-facie" appear to have been kept; by the company; so far as appears from our examination of those books. 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 the books.

d. The Balance Sheet and the Profit & Loss account dealt with by the report are in agreement with the books of account.

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

f. The company is not having manufacturing activity since 2001. Hence this matter shows the impact / effect on the "Going Concern Concept".

g. In view of examination of books of accounts the company has not provided the interest on secured loans. And thus not followed the "accrual concept*".

h. The loan outstanding to KSIIDC, Bangalore, NHB, Bangalore are secured against the assets of the company and the same are under the possession of the KSIIDC, Bangalore.

ANNEXURE TO AUDITORS' REPORT

1. According to the information and explanation given to us the assets of the company are under the possession of the KSIIDC, Bangalore. Since the assets are secured against the Loans with KSIIDC.

2,As explained to us, there are no stocks of Goods, stores, spare parts and materials as physically verified and certified by the management.

3. a. The Company has not taken any loans, secured or unsecured, from companies, firms, or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, or from Company under the same management within the meaning of Section 370 (IB) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company except that on amount of Rs. 214.83 lacs has been taken as unsecured loans from companies in which Directors are interested and from others.

b. The company has not granted any loans, secured or unsecured, to companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956, or to company under the same management within the meaning of Section 370 (IB) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company.

c. The company has not granted any advances in the nature of loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to sale of goods.

5. The Company need not to be entered into a register in pursuance of Section 301 of the Act. Since no transaction exceeding the value of Rs. 5, 00,000/- (Rupees five lakhs only) as such it is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits as define under Section 58 A of the Companies Act, 1956 and the rules framed there under during the period under review.

7. The company is having a paid-up capital exceeding Rs. 50 lacs as at the commencement of the financial year concerned and has no Internal Audit System commensurate with its size and nature of business.

8. According to the information explanation given to us maintenance of cost records has not been prescribed by the Central Government under section 209 (1) of the Companies Act, 1956, for any of activities of the Company.

9. a. According to the information and explanations given to us Provisions of the Provident Fund Act and Employees State Insurance Act are not applicable to the company.

b. According to the information and explanations given to us, and the records of the company examined by us there are no undisputed amounts payable in respect of Wealth-Tax, sales tax, customs duty and excise duty which have remained outstanding, as at 31st March, 2011, for a period of more than six months from the date they became payable except the amounts of TDS of Rs. 25,100/- and Income Tax of Rs. 6,37,598/-.

10. The company has been registered for a period of not less than 5 years and its accumulated losses at the end of the financial year is more than 50% of the net worth.

The company is a Sick Industrial Company within the meaning of clause (o) of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and the same has not been reported to the BOARD FOR INDUSTRIAL RECONSTRUCTION by the Directors of the Company.

11. The company has defaulted in repayment of dues to a financial institution or bank as such it is not applicable.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year hence this point is not applicable.

13. According to the information and explanations given to us, and records of the company examined by us, the company has not given any guarantee for loans taken by others from bank and other financial institutions hence this point is not applicable.

14. According to the information and explanations given to us, and records of the company examined by us the loans were applied for the purpose for which the loans were obtained.

15. According to the information and explanations obtained and records examined by us. The company has not raised any short term fund during the financial year. Accordingly there is no question of long term investments it is not applicable.

16. As per the information and explanations obtained and records examined by us. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act hence this point is not applicable.

17. As per the information and explanations obtained and records examined by us. The company has not issued any debentures during the financial year it is not applicable.

18. As per the information and explanations obtained and records examined by us. Since the company has not offered any public issue. Accordingly the Management has not provided any disclosure on end use of money hence this point is not applicable.

19. As per the information and explanations obtained and records examined by us. No fraud has been committed during the financial year it is not applicable.

V. RAMACHANDRA RAO CHARTERED ACCOUNTANT DATE: 10.08.2011 PLACE: Hyderabad

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Mar 31, 2010

1. We have audited the attached Balance Sheet of "M/s Asian Flora Limited". As at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in 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 of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a. We have obtained only the available information and explanations to the extent furnished and as is made available to us. In view of the closure of the unit since long and non availability of staff; the availability of information and explanation have got effected to a certain extent and subject to these limitations we could elicit the information to the best of our knowledge and belief which were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by Law "Prima-facie" appear to have been kept; by the company; so far as appears from our examination of those books. 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 the books.

d. The Balance Sheet and the Profit & Loss account dealt with by the report are in agreement with the books of account.

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

f. The company is not having manufacturing activity since 2001. Hence this matter shows the impact / effect on the "Going Concern Concept".

g. In view of examination of books of accounts the company has not provided the interest on secured loans. And thus not followed the "accrual concepts".

h. The loan outstanding to KSIIDC, Bangalore, NHB, Bangalore are secured against the assets of the company and the same are under the possession of the KSIIDC, Bangalore.

ANNEXURE TO AUDITORS' REPORT

1. According to the information and explanation given to us the assets of the company are under the possession of the KSIIDC, Bangalore. Since the assets are secured against the Loans with KSIIDC.

2. As explained to us, there are no stocks of Goods, stores, spare parts and materials as physically verified and certified by the management.

3. a. The Company has not taken any loans, secured or unsecured, from companies, firms, or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, or from Company under the same management within the meaning of Section 370 (IB) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company except that on amount of Rs. 214.83 lacs has been taken as unsecured loans from companies in which Directors are interested and from others.

b. The company has not granted any loans, secured or unsecured, to companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956, or to company under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company.

c. The company has not granted any advances in the nature of loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to sale of goods.

5. The Company need not to be entered into a register in pursuance of Section 301 of the Act. Since no transaction exceeding the value of Rs. 5, 00,000/- (Rupees five lakhs only) as such it is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits as define under Section 58 A of the Companies Act, 1956 and the rules framed there under during the period under review.

7. The company is having a paid-up capital exceeding Rs. 50 lacs as at the commencement of the financial year concerned and has no Internal Audit System commensurate with its size and nature of business.

8. According to the information explanation given to us maintenance of cost records has not been prescribed by the Central Government under section 209 (1) of the Companies Act, 1956, for any of activities of the Company.

9. a. According to the information and explanations given to us Provisions of the Provident Fund Act and Employees State Insurance Act are not applicable to the company.

b. According to the information and explanations given to us, and the records of the company examined by us there are no undisputed amounts payable in respect of Wealth-Tax, sales tax, customs duty and excise duty which have remained outstanding, as at 31st March, 2010, for a period of more than six months from the date they became payable except the amounts of TDS of Rs. 25,100/- and Income Tax of Rs. 6,37,598/-.

10. The company has been registered for a period of not less than 5 years and its accumulated losses at the end of the financial year is more than 50% of the net worth.

The company is a Sick Industrial Company within the meaning of clause (o) of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and the same has not been reported to the BOARD FOR INDUSTRIAL RECONSTRUCTION by the Directors of the Company.

11. The company has defaulted in repayment of dues to a financial institution or bank as such it is not applicable.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year hence this point is not applicable.

13. According to the information and explanations given to us, and records of the company examined by us, the company has not given any guarantee for loans taken by others from bank and other financial institutions hence this point is not applicable.

14. According to the information and explanations given to us, and records of the company examined by us the loans were applied for the purpose for which the loans were obtained.

15. According to the information and explanations obtained and records examined by us. The company has not raised any short term fund during the financial year. Accordingly there is no question of long term investments it is not applicable.

16. As per the information and explanations obtained and records examined by us. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act hence this point is not applicable.

17. As per the information and explanations obtained and records examined by us. The company has not issued any debentures during the financial year it is not applicable.

18. As per the information and explanations obtained and records examined by us. Since the company has not offered any public issue. Accordingly the Management has not provided any disclosure on end use of money hence this point is not applicable.

19. As per the information and explanations obtained and records examined by us. No fraud has been committed during the financial year it is not applicable.



V.RAMACHANDRA RAO CHARTERED ACCOUNTANT

Date : 31.08.2010 Place : Hyderabad

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s Asian Flora Limited". As at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in 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 of India in terms of Section 227 (4A) of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order,

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

a. We have obtained only the available information and explanations to the extent furnished and as is made available to us. In view of the closure of the unit since long and non availability of staff; the availability of information and explanation have got effected to a certain extent and subject to these limitations we could elicit the information to the best of our knowledge and which were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by Law "Prima-facie" appear to have been kept; by the company; so far as appears from our examination of those books. 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 the books.

d. The Balance Sheet and the Profit & Loss account dealt with by the report are in agreement with the books of account.

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

f. The company is not having manufacturing activity since 2001. Hence this matter shows the impact / effect on the "Going Concern Concept".

g. In view of examination of books of accounts the company has not provided the interest on secured loans. And thus not followed the "accrual concepts".

h. The loan outstanding to KSIIDC, Bangalore, NHB, Bangalore are secured against the assets of the company and the same are under the possession of the KSIIDC, Bangalore.

1. According to the information and explanation given to us the assets of the company are under the possession of the KSIIDC, Bangalore. Since the assets are secured against the Loans with KSIIDC.

2. As explained to us, there are no stocks of Goods, stores, spare parts and materials as physically verified and certified by the management.

3. a. The Company has not taken any loans, secured or unsecured, from companies, firms, or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, or from Company under the same management within the meaning of Section 370 (IB) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company except that on amount of Rs. 214.83 Lacs has been taken as unsecured loans from companies in which Directors are interested and from others.

b. The company has not granted any loans, secured or unsecured, to companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956, or to company under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company.

c. The company has not granted any advances in the nature of loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to sale of goods.

5. Whether transactions that need to be entered into a register in pursuance of Section 301 of the Act have been so entered. Not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits as define under Section 58 A of the Companies Act, 1956 and the rules framed there under during the period under review.

7. The company is having a paid-up capital exceeding Rs. 50 Lacs as at the commencement of the financial year concerned and has no Internal Audit System commensurate with its size and nature of business.

8. According to the information explanation given to us maintenance of cost records has not been prescribed by the Central Government under section 209 (1) of the Companies Act, 1956, for any of activities of the Company.

9. a. According to the information and explanations given to us Provisions of the Provident Fund Act and Employees State Insurance Act are not applicable to the company.

b. According to the information and explanations given to us, and the records of the company examined by us there are no undisputed amounts payable in respect of Wealth-Tax, sales tax, customs duty and excise duty which have remained outstanding, as at 31st March, 2009, for a period of more than six months from the date they became payable except the amounts of TDS of Rs. 25,100/- and Income Tax of Rs. 6,37,598/-.

10. The company has been registered for a period of not less than 5 years and its accumulated losses at the end of the financial year is more than 50% of the net worth. The company is a Sick Industrial Company within the meaning of clause (o) of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and the same has not been reported to the BOARD FOR INDUSTRIAL RECONSTRUCTION by the Directors of the Company.

11. Whether the company has defaulted in repayment of dues to a financial institution Or bank or debenture holders If yes, the period and amount of default to be reported. Not applicable.

12. Whether adequate documents and records are maintained in cases where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; If not, the deficiencies to be pointed out. Not applicable.

13. Whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions where of are prejudicial to the interest of the company. Not applicable.

14. Whether term loans were applied for the purpose for which the loans were obtained. Not applicable.

15. Whether the funds raised on short-term basis have been used for long term investment and vice versa; If yes, the nature and amount is to be indicated. Not applicable.

16. Whether the company has made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act and if so whether the price at which shares have been issued is prejudicial to the interest of the company. Not applicable.

17. Whether securities have been created in respect of debentures issued. Not applicable.

18. Whether the management has disclosed on the end use of money raised by public issues and the same has been verified. Not applicable.

19. Whether any fraud on or by the company has been noticed or reported during the year; It yes, the nature and the amount involved is to be indicated. Not applicable.

Date: 05.09.2009 V.RAMACHANDRA RAO

Place: Hyderabad CHARTERED ACCOUNTANT

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Mar 31, 2008

1. We have audited the attached Balance Sheet of "M/s Asian Flora Limited". As at 31st March, 2008 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in 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 of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a. We have obtained only the available information and explanations to the extent furnished and as is made available to us. In view of the closure of the unit since long and non availability of staff; the availability of information and explanation have got effected to a certain extent and subject to these limitations we could elicit the information to the best of our knowledge and which were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by Law "Prima-facie" appear to have been kept; by the company; so far as appears from our examination of those books. 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 the books.

d. The Balance Sheet and the Profit & Loss account dealt with by the report are in agreement with the books of account.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31st, 2008 from being appointed as a Director under clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

f. The company is not having manufacturing activity since 2001. Hence this matter shows the impact / effect on the "Going Concern Concept".

g. In view of examination of books of accounts the company has not provided the interest on secured loans. And thus not followed the "accrual concepts".

h. The loan outstanding to KSIIDC, Bangalore, NHB, Bangalore are secured against the assets of the company and the same are under the possession of the KSIIDC, Bangalore.

1. According to the information and explanation given to us the assets of the company are under the possession of the KSIIDC, Bangalore. Since the assets are secured against the Loans with KSIIDC.

2. As explained to us, there are no stocks of Goods, stores, spare parts and materials as physically verified and certified by the management.

3. a. The Company has not taken any loans, secured or unsecured, from companies, firms, or other parties listed in the register maintained under Section 301 of the Companies Act, 1956, or from Company under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company except that on amount of Rs. 214.83 Lacs has been taken as unsecured loans from companies in which Directors are interested and from others.

b. The company has not granted any loans, secured or unsecured, to companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956, or to company under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956, where the rate of interest and other terms and conditions are, in our opinion, prima facie prejudicial to the interests of the Company.

c. The company has not granted any advances in the nature of loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to sale of goods.

5. Whether transactions that need to be entered into a register in pursuance of Section 301 of the Act have been so entered. Not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits as define under Section 58 A of the Companies Act, 1956 and the rules framed there under during the period under review.

7. The company is having a paid-up capital exceeding Rs. 50 lacs as at the commencement of the financial year concerned and has no Internal Audit System commensurate with its size and nature of business.

8. According to the information explanation given to us maintenance of cost records has not been prescribed by the Central Government under section 209 (1) of the Companies Act, 1956, for any of activities of the Company.

9. a. According to the information and explanations given to us Provisions of the Provident Fund Act and Employees State Insurance Act are not applicable to the company.

b. According to the information and explanations given to us, and the records of the company examined by us there are no undisputed amounts payable in respect of Wealth-Tax, sales tax, customs duty and excise duty which have remained outstanding, as at 31st March, 2008, for a period of more than six months from the date they became payable except the amounts of TDS of Rs. 25,100/- and Income Tax of Rs. 6,37,598/-.

10. The company has been registered for a period of not less than 5 years and its accumulated losses at the end of the financial year is more than 50% of the net worth.

The company is a Sick Industrial Company within the meaning of clause (o) Of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and the same has not been reported to the BOARD FOR INDUSTRIAL RECONSTRUCTION by the Directors of the Company.

11. Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes, the period and amount of default to be reported. Not applicable.

12. Whether adequate documents and records are maintained in cases where the company has granted loans and advances on the basis of security by way of pledge debentures and other securities; If not, the deficiencies to be pointed out. Not applicable.

13. Whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions where off are prejudicial to the interest of the company. Not applicable.

14. Whether term loans were applied for the purpose for which the loans were obtained. Not applicable.

15. Whether the funds raised on short-term basis have been used for long term investment and vice versa; If yes, the nature and amount is to be indicated. Not applicable.

16. Whether the company has made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act and if so whether the price at which shares have been issued is prejudicial to the interest of the company. Not applicable.

17. Whether securities have been created in respect of debentures issued. Not applicable.

18. Whether the management has disclosed on the end use of money raised by public issues and the same has been verified. Not applicable.

19. Whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated. Not applicable.

Date: 05.09.2008 V.RAMACHANDRA RAO

Place: Hyderabad CHARTERED ACCOUNTANT