Auditor Report of Avon Mercantile Ltd.

Mar 31, 2024

We have audited the Ind AS financial statements of Avon Mercantile Limited ("the Company"),
which comprise the Balance Sheet as at 31^st March, 2024, the statement of Profit and Loss and
Statement of cash flow for the year ended and notes to the Ind AS 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 Ind AS financial statements give the information required by the Companies Act, 2013 in
the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its
profits, 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 Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the Ind AS 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 Ind AS financial statements under the provision of the Companies Act,
2013 and the rules thereunder, 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 audit opinion on the Ind AS financial
statements.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in
our audit of the Ind AS financial statements of the current period. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion on these

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Other Information - Board of Directors'' Report

A. The Company’s Board of Directors is responsible for the preparation and presentation of its Board Report
which comprises various information required under section 134(3) of the Companies Act 2013 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.

B. In connection with our audit of the financial statements, our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
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, we conclude that there is a material misstatement in this
other information; we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the 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 Ind AS 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 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, the Board of Directors 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 responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the Audit of the Ind AS financial statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as
a whole are free from material misstatements, 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:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances but not for the purpose of expressing our
opinion on whether the Company has adequate internal Financial control systems 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 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.

• 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 Ind AS financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the Ind AS 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 Ind AS 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure
‘1'' 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 and the cash flow statement dealt with by this
Report are in agreement with the books of account;

(d) in our opinion, the aforesaid Ind AS financial statements comply with the 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 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;

(f) With respect to the adequate internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this
report; and

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

i) the company does not have any pending litigations which would impact its
financial position.

ii) the company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

iii) there were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the company.

iv) (i) The management has represented that, to the best of it''s 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, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it''s 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, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which we 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) contain any
material mis-statement.

v) The company has neither declared nor paid any dividend during the year.

vi) Based on our examination which included test checks. The company has used
accounting software for maintaining its books of accounts which has a feature
of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software. Further during the
course of our audit we did not come across any instance of audit trail feature
being tempered with.

(h) With respect to the matter to be included in the Auditors'' 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 by the Company to its directors during the year.

For GUPTA GARG & AGRAWAL
CHARTERED ACCOUNTANTS

Firm Registration No. 505762C

Sd/-

AMIT KUMAR JAIN

PARTNER

Membership No. 509349
UDIN : 24509349BKCQDL7966

Place: Noida
Date: 13.05.2024

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Mar 31, 2013

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

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

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.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 Profit and Loss Account, of the profit for the year ended on that date. .<£kg1T>,

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

As required by the Companies (Auditor''s report) Order, 2003 (as amended) issued by the Central Govt, 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 the paragraph 4 & 5 of the said order.

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 Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 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 Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

In terms of RBI Notification No. DFC 117/DG(SOT)-98 Dt. 02.01.1998, we give our report on the matters specified in the said notification as under :

(i) APPLICATION FOR REGISTRATION UNDER SECTION 45 1A OF RBI ACT

The company has been duly allotted fresh certificate of registration no. 13- 12.00443 dated 11.09.2007 in lieu of registration No. 05.00319 dated 21.02.1998.

(ii) NBFC ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from the public; hence this clause is not applicable.

(iii) NBFC NOT ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from public since beginning. It has passed a fresh Board Resolution dated 30th April 2012 for not to accept any public deposit. The company has compjj^^with the prudential norms as prescribed by the RBI. A§^~~~^& (iv) NBFC AS INVESTMENT CO. INVESTING 90% OF ITS ASSETS IN OTHER GROUP COMPANIES

The company has not invested 90% of its assets in-group companies; hence this clause is not applicable.

RE : Avon Mercantile Limited

ANNEXURE REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE The comments are in seriatim of the order.

i. As the company does not have fixed assets and as such the sub clauses a), b), and c) are not applicable.

ii. The company does not have any inventory; as such there are no comments on sub clauses a), b) and c).

iii. (a) The Company has granted unsecured loan of Rs. 10.91 crores to a company covered in the register maintained u/s 301 of the Companies Act, 1956.

(b) The rate of interest and other terms and conditions of the loan are prima-facie not prejudicial to the interest of the company.

( c) The loan is repayable on demand. Interest has been received regularly.

(d) There is no overdue amount of the principal or interest at the close of the financial year.

(e) The Company has not taken any loans, secured or un-secured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, and as such there are no comments on sub clauses , f) and g).

iv There exist adequate internal control procedures in the company in commensuration with its size and nature of business for purchase and sale of shares and securities and income from Interest and others .

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained in pursuance of section 301 of the Act, have been so entered.

(b) The rate of interest on the loan advanced to a company covered in the register maintained u/s 301 is reasonable having regard to the prevailing market rate.

vi. The company has not accepted deposits from the public.

vii. The company has internal audit system in commensuration with its size and nature of its business.

viii. The maintenance of cost records has not been prescribed by the central government u/s 209 of the Act.

ix. (a) The company has been regular in depositing un-disputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Custom Duty, Service Tax, if any, with appropriate authorities.

(b) There are no disputed statutory dues in the company on the date of balance sheet.

x. The company has been in existence for a period more than five years and its accumulated losses of Rs. 2.23 crores on the date of Balance Sheet are less than 50% of its net worth. The company has earned cash profit of Rs 76.37 lacs during the current financial year as against cash profit of Rs. 53.84 lacs immediately preceding financial year.

xi. The company does not have loan from Banks, Institutions or Debenture holders; as such default in repayment thereof does not arise.

xii. The company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities, hence clause is not applicable.

xiii. The company is not a Nidhi / Mutual Benefit Fund / Society therefore the sub- clauses (a) to (d) are not applicable.

xiv. The company is dealing/ trading in shares and/or securities for which proper records are maintained and timely entries have been made therein. The investments held are in the name of the company.

xv. The company has not given any guarantee and as such the clause is not applicable xvi. The company has not raised any term loan and as such there are no comments.

xvii. The company has neither raised nor utilized any short term or long-term loans during the year under audit.

xviii. The company has not made any preferential allotment of its shares during the year under audit.

xix. The company has not issued any debentures; hence the clause is not applicable.

xx. During the year, the company has not raised any money through public issue; hence no disclosure is required

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For GUPTA GARG & AGRAWAL

CHARTERED ACCOUNTANTS FRN 505762C (B.B. GUPTA)

PARTNER

M.No. 012399

Place: New Delhi

Date: 21.03.2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Avon Mercantile Limited, Noida, as at 31st March 2011, Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed hereto. 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's report) Order, 2003 (as amended) issued by the Central Govt, 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 the paragraph 4 & 5 of the said order.

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

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

II. In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

III. The attached Balance Sheet, Profit & Loss Accounts and Cash Flow Statement are in agreement with the books of account.

IV. In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

V. On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the board of directors, we report that none of the directors of the company is disqualified as on 31st March 2011 from being appointed as a director in terms of section 274 (l)(g) of the Companies Act, 1956.

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

i. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011; and

ii. In the case of the Profit & Loss account, of the loss for the year ended on that date.

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

5. In terms of RBI Notification No. DFC 117/DG(SOT)-98 Dt. 02.01.1998, we give our report on the matters specified in the said notification as under :

(i) APPLICATION FOR REGISTRATION UNDER SECTION 45 IA OF RBI ACT

The company has been duly allotted fresh certificate of registration no. 13-12.00443 dated 11.09.2007 in lieu of registration No. 05.00319 dated 21.02.1998.

(ii) NBFC ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from the public; hence this clause is not applicable.

(iii) NBFC NOT ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from public since beginning. It has passed a fresh Board Resolution dated 26th September 2008 for not to accept any public deposit. The company has complied with the prudential norms as prescribed by the RBI.

(iv) NBFC AS INVESTMENT CO. INVESTING 90% OF ITS ASSETS IN OTHER GROUP COMPANIES

The company has not invested 90% of its assets in-group companies; hence this clause is not applicable.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

The comments are in seriatim of the order.

i. As the company does not have fixed assets and as such the sub clauses a), b), and c) are not applicable.

ii. The company does not have any inventory; as such there are no comments on sub clauses a), b) and c).

iii. (a) The Company has not granted any loans, secured or un-secured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, as such there are no comments on sub clauses , b), c) and d).

(e) The Company has not taken any loans, secured or un-secured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, and as such there are no comments on sub clauses , f) and g).

iv There exist adequate internal control procedures in the company in commensuration with its size and nature of business for purchase and sale of snares and securities .

v. (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered in the register maintained in pursuance of section 301 of the Act, and as such the sub clause b) is not applicable.

vi. The company has not accepted deposits from the public.

vii. The company has internal audit system in commensuration with its size and nature of its business.

viii. The maintenance of cost records has not been prescribed by the central government u/s 209 of the Act.

ix. (a) The company has been regular in depositing un-disputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Custom Duty, Service Tax, if any, with appropriate authorities.

(b) There are no disputed statutory dues in the company on the date of balance sheet.

x. The company has been registered for a period more than five years and has accumulated losses of Rs3,14,87,906/- as on the date of the Balance Sheet. The losses are less than 50% of its net worth. The company has suffered cash loss of Rs.18,217/- (without considering reversal of provision made for doubtful debts and write off advances no longer recoverable and write back of sundry creditors no longer payable) during the current financial year as against cash profit of Rs.2,17,659/- in the immediately preceding financial year.

xi. The company does not have loan from Banks, Institutions or Debenture holders; as such default in repayment thereof does not arise.

ii. The company ha.-, not granted any loan and advance on the basis of st unity by way of pledge of shares, debentures and other securities, hence clause is not applicable.

xiii. The company is not a Nidhi / Mutual Benefit Fund / Society therefore the sub- clauses (a) to (d) are not applicable.

xiv. The company is dealing/ trading in shares and/or securities for which proper records have been maintained and timely entries have been made therein. The investments held are in name of the company.

xv. The company has not given any guarantee and as such the clause is not applicable xvi. The company has not raised any term loan and as such there are no comments.

xvii. The company has neither raised nor utilized any short term or long-term loans during the year under audit.

xviii. No preferential allotment has been made during the year under audit.

xix. The company has not issued any debentures hence the clause is not applicable.

xx. No money has been raised by the company through public issue during the year under audit; hence no disclosure required

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For GUPTA GARG & AGRAWAL

CHARTERED ACCOUNTANTS

FRN 505762C

B.B. GUPTA

PARTNER

M.No. 012399

Place: New Delhi

Date: 29.06.2011

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Avon Mercantile Limited, Noida. as at 31 st March 2009 and also the Profit & Loss Account and cash flow statement for the year ended on that date annexed hereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors report) Order, 2003 (as amended) issued by the Central Govt, 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 the paragraph 4 & 5 of the said order.

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

I. We have obtained all the information and explanations, which to the best of our knowledge and belief Were necessary for the purpose of our audit:

II. In our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

III. The attached Balance Sheet, Profit & Loss Accounts and Cash Flow Statement are in agreement with the books of account.

IV. In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies- Act, 1956.

V. On the basis of written representations received from the directors, as on 3 lst March 2009 and taken on record by the board of directors, we report that none of the directors of the company is disqualified as on 31st March 2009 from being appointed as a director in terms of section 274 (1 )(g) of the Companies Act, 1956.

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

i. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009; and

ii. In the case of the Profit & Loss account, of the loss for the year ended on that date.

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

5. In terms of RBI Notification No. DFC 117/DG(SOT)98 Dt. 02.01.1998, we give our report on the matters specified in the said notification as under :

(i) APPLICATION FOR REGISTRATION UNDER SECTION 45 IA OF RBI ACT

The company has been duly allotted fresh certificate of registration no. 13-12.00443 dated 11.09.2007 in lieu of registration No. 05.00319 dated 21.02.1998.

(ii) NBFC ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from the public; hence this clause is not applicable.

(iii) NBFC NOT ACCEPTING PUBLIC DEPOSITS

The company has not accepted any deposit from public since beginning. It has passed a fresh Board Resolution dated 26th September 2008 for not to accept any public deposit. The company has complied with the prudential norms as prescribed by the RBI.

(iv) NBFC AS INVESTMENT CO. INVESTING 90% OF ITS ASSETS IN OTHER GROUP COMPANIES

The company has not invested 90% of its assets in-group companies; hence this clause is not applicable.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

The comments are in seriatim of the order.

i. As the company does not have fixed assets and as such the sub clauses a), b), and c) are not applicable.

ii. The company does not have any inventory, as such there are no comments on sub clauses a), b) and c).

iii. (a) The Company has not granted any loans, secured or un-secured to companies. firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, as such there are no comments on sub clauses, b), c) and d). (e) The Company has not taken any loans, secured or un-secured from companies. firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, and as such there are no comments on sub clauses , f) and g).

iv There exist adequate internal control procedures in the company in commensuration with its size and nature of business for purchase and sale of shares and securities .

v. (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered in the register maintained in pursuance of section 301 of the Act, and as such the sub clause b) is not applicable.

vi . The company has not accepted deposits from the public.

vii. The company has internal audit system in commensuration with its size and nature of its business.

viii. The maintenance of cost records has not been prescribed by the central government u/s 209 of the Act.

ix. (a) The company has been regular in depositing un-disputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Custom Duty, Service Tax, if any. with appropriate authorities

(b) There are no disputed statutory dues in the company on the date of balance sheet.

x. The company has been registered for a period more than five years and has accumulated losses of Rs. 68,22,460/- as on the date of the Balance Sheet. The losses are less than 50% of its net worth. The company has suffered cash losses of Rs 1,47,576/- during the current financial year and Rs. 1,01,137/- in the immediately preceding financial year.

xi. The company does not have any loan from Banks, Institutions or Debenture holders; as such default in repayment thereof does not arise.

xii. The company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The company is not a Nidhi / Mutual Benefit Fund / Society therefore the sub- clauses (a) to (d) are not applicable.

xiv. The company is dealing/trading in shares and/or securities for which proper records have been maintained and timely entries have been made therein. The investments held by the company arc in its name.

xv. The company has not given any guarantee and as such the clause is not applicable xvi. The company has not raised any term loan and as such there are no comments.

xvii. The company has neither raised nor utilized any short term or long-term loans during the year under audit.

xviii. No preferential allotment has been made during the year under audit.

xix. The company has not issued any debentures hence the clause is not applicable.

xx. No money has been raised by the company through public issue during the year under audit; hence no disclosure required

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For GUPTA GARG & AGRAWAL CHARTERED ACCOUNTANTS

B.B.GUPTA PARTNER M.No. 012399

Place: New Delhi Date: 24.08.2009