Auditor Report of Fraser & Company Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS financial statements of Fraser and Company Limited ("the Company"),
which comprises of the Balance sheet as at 31st March 2025, the Statement of Profit and Loss (Including Other
Comprehensive Income), Statement of cash flows and Statement of changes in equity for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except to the effects
of the matters described in " Basis for Qualified Opinion section of our report, the aforesaid Ind AS financial
statements give the information required by Companies Act, 2013, as amended (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, ("Ind AS") and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2025, and its loss
(Financial performance including other comprehensive income), its cash flows and changes in equity for the year
ended on that date.

Basis for Qualified Opinion

1. As disclosed in note no.9 of the Financial Statements the Company is having of Trade Receivables
amounting to Rs. 96,090.39 Thousand and which is outstanding from long time or for a period of
more than 12 months and management is not able to provide the balance confirmation of the same
as on the Balance sheet date and the management have filed an application with NCLT against two
parties covering the receivables of Rs. 61,240 Thousand which is under process and order is not yet
passed at NCLT and one party covering the receivables of Rs. 11,755.69 Thousand which is under
CIRP process as per NCLT order 06.01.2025. In absence of such confirmation and reconciliation and
the ongoing recovery proceeding with NCLT, we are unable to ascertain the possible effect of the
same on financial statements for the year.

2. As disclosed in note no. 17 of the Financial Statements the Company is having of Trade payables
amounting to Rs. 58,676.14 Thousand and which is outstanding from long time and management is
not able to provide the balance confirmation of the same as on the Balance sheet date. In absence
of such confirmation and reconciliation, we are unable to ascertain the possible effect of the same
on financial statements for the year.

3. As disclosed in note no. 3 of the Financial Statements, the Company has given the Advances to
certain suppliers amounting to Rs. 28,655.73 Thousand. The management is not able to provide any
document related to such advances and neither the purpose and the commitment against such
advances have been provided to us and also the confirmation of the balance as on the balance sheet
date have also not been provided accordingly in absence of the adequate details and balance
confirmation we are unable to ascertain the possible effect of the same on the financial statements
for the year.

4. The Company received an order from the GST department blocking an Input Tax Credit (ITC) of Rs.
1,060 thousand. Of this, Rs. 150.00 thousand was later unblocked, while the remaining Rs.910.00
thousand remains as blocked. However, the effect of the same has not been reflected in the
financial statements, resulting in an understatement of both the reported loss and liabilities by the
blocked amount of Rs.910.00 thousand.

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

We conducted our audit of the 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 Financial Statements" section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, 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 Qualified opinion on the
financial statements.

Material Uncertainty Related to Going Concern

The company has accumulated losses of Rs. 27,997.94 Thousand and it has incurred net loss
amounting to Rs. 15,773.51 Thousand during the year ended March 31, 2025. Further the Company
has accounted Sales Turnover of Rs. 2,187.59 Thousand during the whole financial year which is
negligible as compared to the previous period and also the company does not have any orders in
hand. Further in absence of cash flow the company is unable to repay its liabilities meet other
financial obligations/commitments in timely manner, apart from this there are litigations going on
by or against the Company. All these indicate material uncertainty about the Company''s ability to
continue as a Going Concern. However, the new management have represented that they are trying
to get the approval of the shareholders through special resolution to change the main object clause
of the company and if they will be able to get the approval then they have certain business plans
which will generate the revenue for the company and accordingly the financial statements are
prepared on a going concern basis.

Key Audit Matters

1. Key audit matters are those matters that, in our professional judgement, 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.

2. Except for the matters described in the Basis for qualified opinion and Material Uncertainty Related to
Going Concern we have determined that there are no key audit matters to be communicated in our report.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises
the information included in the 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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the 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.

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

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

In preparing the financial statements, the Management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing as applicable, matters related to the 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 Responsibilities for the Audit of the Financial Statements

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

2. As part of an audit in accordance with SAs, we exercise professional judgement 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. 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.

¦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Management.

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

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

¦ Materiality is the magnitude of misstatement in the Financial Statements that, individually or in aggregate,
makes 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 misstatement in the financial statements.

3. 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.

4. 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.

5. From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) Except for the matter described in Basis of Qualified opinion paragraphs, 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) Except for the matter described in Basis of Qualified opinion paragraphs, 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) Except for the matter described in Basis of Qualified opinion paragraphs, the Balance Sheet, the Statement
of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) Except for the matter described in Basis of Qualified opinion paragraphs, in our opinion, the aforesaid
financial statements comply with the Indian Accounting Standards (Ind AS) 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 are 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 the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal
financial controls with reference to financial statements.

g) With respect to matters to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid by the Company to its Directors during the year is in
accordance with the provisions of section 197 read with Schedule V 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 did not have any pending litigations on its financial position in its financial statements.

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. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed
in the notes to accounts, 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
("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;

(b) The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in
the notes to accounts, 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 ("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;

(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. Since the Company has not declared or paid any dividend during the year, the question of commenting on
whether dividend declared or paid is in accordance with the section 123 of the Companies Act, 2013 does
not arise.

vi. Based on our examination carried out in accordance with the Implementation Guide on Reporting on audit
trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (Revised 2025 Edition) issued by
the Institute of chartered Accountants of India, we report that the company has used an accounting
software for maintaining its books of account in which feature of recording audit trail (edit log) facility have
not been activated or enabled. As the feature of recording audit trail (edit log) is not activated or enabled
the question of instances of audit trail feature be tempered with does not arise.

For A M S & CO LLP

Chartered Accountants
FRN. 130878W/W101034

Sd/-

Ashok Kumar Puri

Partner

Mem. No. 128996

UDIN: 25128996BMJBEO4690

Place: Mumbai
Date: 30^th May, 2025

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Mar 31, 2015

We have audited the accompanying financial statements of Fraser and Company Limited which comprise the Balance Sheet as at 31st March 2015, Statement of Profit and Loss and Cash Flow Statement for the year ended and a summary of 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 and presentation 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 responsible 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 financials 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 conducted our audit in accordance with provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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 involves evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimate 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 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 31st March , 2015;

b) In the case of the Profit & Loss Account, of the profit for the year ended on that date;

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

Reports on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order , 2015 (" the order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

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

a) We have 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 [and proper returns adequate for the purpose s of our audit have been received from branches not visited by us ];

c) The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with the books of account [and with the returns received from branches not visited by us];

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

e) On the basis of written representation received from the directors as on March 31st, 2015, and taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Act ; and

f) With respect to the other matters to be included in the Auditors 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.

1. In respect of its Fixed Assets :

a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, and on the basis of our examination of records of inventory, the company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. 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 for the purchase of fixed assets and also for providing services relating to its activities. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

4. The company has not accepted any deposits from the public.

5. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business.

6. The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the Companies Act' 2013 for any of the products of the company for any of the products of the company.

7. In respect of statutory dues :

a. According to the records of the company and information and explanations given to us, undisputed statutory dues including P.F. & E.S.I., Income Tax, VAT, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March' 2015 for a period of more than six months from the date of becoming payable.

8. The Company has neither accumulated losses as at the year end nor has incurred any cash losses during the financial year covered by our audit and immediately preceding financial year.

9. Based on the audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks.

10. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture and other securities.

11. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clauses 4(xiii) of the companies (Auditor's Report) order 2003 is not applicable to the company.

12. In our opinion according to the information & explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

13. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loan during the year.

14. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 189 of the Companies Act' 2013.

15. According to the information & explanation given to us and records examined by us, during the year the company has not issued any debentures hence question of creating security over the same does not arise.

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

17. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

AMIT M. SHAH

Chartered Accountant

Mumbai

Dated: 29th May, 2015 Sd/-

(Amit M. Shah)

Proprietor

Mem No: 101844

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Mar 31, 2014

We have audited the accompanying financial statements of Fraser and Company Limited which comprise the Balance Sheet as at 31st March 2014, Statement of Profit and Loss and Cash Flow Statement for the year 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 statement that give a true and fair view of the Financial Position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act , 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the Financial Statements that 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 judgement 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 involves evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimate 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 financial statements give the information required by the act in the manner so 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 31st March , 2014;

b) In the case of the Profit & Loss Account, of the profit for the year ended on that date;

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

Reports on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order , 2003 (" the order") 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 [and proper returns adequate for the purpose s of our audit have been received from branches not visited by us ];

c) The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with the books of account [and with the returns received from branches not visited by us];

d) In our opinion , the Balance Sheet and Statement of Profit or Loss, comply with the Accounting Standards referred to in sub section (3C)of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the directors as on March 31st, 2014, and taken on record by the Board of Directors, none of the director 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 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.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 2 of our Report of even date:

1. In respect of its Fixed Assets :

a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the company has not disposed of substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, and on the basis of our examination of records of inventory, the company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. As per records and according to the information and explanation given to us, the company has not taken or accepted or advanced any loans to the persons covered in the registrar maintained u/s 301 of the companies Act' 1956.

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 for the purchase of fixed assets and also for providing services relating to its activities. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of transaction covered under Section 301 of the Companies Act' 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of such parties during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits form the public.

7. In our opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost Records under Section 209 (1) of the Companies Act' 1956 for any of the products of the company for any of the products of the company.

9. In respect of statutory dues :

a. According to the records of the company and information and explanations given to us, undisputed statutory dues including P.F. & E.S.I., Income Tax, VAT, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March' 2014 for a period of more than six months from the date of becoming payable.

10. The company has neither accumulated losses as at the year end nor has incurred any cash losses during the financial year covered by our audit and immediately preceding financial year.

11. Based on the audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, clauses 4(xiii) of the companies (Auditor's Report) order 2003 is not applicable to the company.

14. Based on the records examined by us and according to information and explanations given to us, the proper records has been maintained of the transactions and contracts and timely entries have been made there in. The shares and securities are held by the company in its own name.

15. In our opinion according to the information & explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loan during the year.

17. Based on overall examination of records by us and according to the information and explanation given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. According to the information & explanation given to us and records examined by us, during the year the company has not issued any debentures hence question of creating security over the same does not arise.

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

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

M/S. J Mandal & CO. Chartered Accountants (FRN: 302100E)

(Kapil Goel) Kolkata Partner Dated: 30th Day of May, 2014 Mem No: 099303

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Mar 31, 2013

We have audited the accompanying financial statements of Fraser And Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss 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 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.

Auditors'' 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 jssued 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 misstatements.

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 arid 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 Profit and Loss Account, of the Profit for the year ended on that date; and Report on Other Legal and Regulatory Requirements

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

ANNEXURE OF THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year, and no material discrepancies where noticed on such verifications with books records.

c) According to the information and explanations given to us, the company has not disposed off substantial part of Fixed Assets during the year.

2. According to the information and explanations given to us by the company, that there are no stock of Raw Materials, Stores and Spares parts and finished goods possessed by the company and therefore paragraph 4(2) of the order are not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to / from companies firms or other parties covered in the registered maintained under section 301 of the companies Act 1956 as such clauses (b) (c) (d) (f) (g) of the paragraph 4 are not applicable.

4. In our opinion and according to the information and explanation given to us there are an adequate internal control procedures commensurate with the size of the company and nature of its business. No weakness have been noticed during the year under audit.

5. According to the information and explanations given to us the company has not entered into any transactions that need to be entered into a register in pursuance of section 301 of the companies Act, 1956 and therefore 5(b) of the order is not applicable.

6. The Company has not accepted any deposit from the public within the meaning section 58A & 58AA and other relevant provision of the companies Act, 1956.

7. The Company has an internal Audit system commensurate with its size and nature of its business.

8. As informed to us by the company the maintenance of cost records has not been prescribed by the Central Government of India under section 209(i)(d) of the company Act, 1956.

a) The company has generally been regular in depositing Provided Fund dues during the year with appropriate Authority. The Employee state Insurance Act is not applicable to this company.

b) According to information and explanations given to us, and the books and records examined by us there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty and other statutory dues Outstanding as at 31st March, 2013, for a period exceeding six months from the date they became payable.

10. The company has accumulated losses as at 31st March, 2013 and it has incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The Company has no secured / Unsecured loans so the relative reporting requirement are not applicable.

12. The company has not granted any loans and Advances on the basis of security by way of pledge of shares, debenture and other securities.

13. Since the company is not a chit Fund /Nidhi/ Matual Benefit Fund/ society, the relative reporting requirements are not applicable.

14. Since the company is not dealing or trading in shares, securities, debentures or other investment, the relative reporting requirements are not applicable.

15. In our opinion and according to the information and explanations given to us, the Company has not given Guarantees for loan taken by others from Bank or financial institution during the year.

16. The company has not applied for term loan and therefore paragraph 4(16) of the order is not applicable.

17: On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to, the information and explanations given to us, there are no funds raised on a short terms basis which have been used for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year and therefore paragraph 4(180) of the order is not applicable.

19. The company has not issued any debenture during the year and therefore paragraph 4(19) of the order is not applicable.

20. The Company has not raised any money by public issue during the year and therefore paragraph 4(20) of the order is not applicable.

21. To the best of our knowledge and according to information and explanation given to us no fraud on or by the company was noticed or reported during the year.

For J. Mandal & Co. Chartered Accountants fRN:302100E

Date: 30/08/2013 Place: Kolkata p. DeSicar Partner MRN :008121

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Mar 31, 2012

1. We have audited the attached Balance Sheet of FRASER & COMPANY LIMITED as at 31st March, 2012 signed by us under reference to this report and the relative Profit and Loss Account 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 have 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 disclosure 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 as amended by the company (Auditors Report) (Amendment) order, 2004 issued by the Government of India in terms of Section 227(4A) of the Companies Act, 1956. We enclosed In the annexure a statement on the matters specified in paragraph 4 and 5 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 purposes Of our audit

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

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

d. In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with the accounting standard referred to in section 211(3C) of the Companies Act 1956-

ANNEXURE OF THE AUDITORS REPORT. tReferred to In paragraph 3 of our report of even date!

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year, and no material discrepancies where noticed on such verifications with books records.

c) According to the information and explanations given to us, the company has not disposed off substantial part of Fixed Assets during the year.

2. According to the information and explanations given to us by the company, that there are no stock of Raw Materials, Stores and Spares parts and finished goods possessed by the company and therefore paragraph 4(2) of the order are not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to / from companies firms or other parties covered in the registered maintained under section 301 of the companies Act.1956 as such clauses (b) (c) (d) (f) (g) of the paragraph 4 are not applicable.

4. In our opinion and according to the information and explanation given to us there are an adequate internal control procedures commensurate with the size of the company and nature of its business. No weakness have been noticed during the year under audit

5. According to the information and explanations given to us the company has not entered into any transactions that need to be entered into a register in pursuance of section 301 of the companies Act, 1956 and therefore 5(b) of the order is not applicable.

6. The Company has not accepted any deposit from the''public within the meaning section 58A & 58AA and other relevant provision of the companies Act 1956.

7. The Company has an internal Audit system commensurate with its. size and nature of its business.

8. As informed to us by the company the maintenance of cost records has not been prescribed by the Central Government of India under section 209(i)(d) of the company Act, 1956.

9. a) The company has generally been regular In depositing Provided Fund dues during the year with appropriate Authority The Employee state Insurance Act is not applicable to this company.

b) According to information and explanations given to us, and the books and records examined by us there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty and other statutory dues Outstanding as at 31st March, 2012, for a period exceeding six months from the date they became payable.

10. The company has accumulated losses as at 31st March, 2012 and it has incurred cash losses in me financial year ended on that date or in the immediately preceding financial year.

11. The Company has no secured / Unsecured loans so the relative reporting requirement are not applicable.

12. The company has not granted any loans and Advances on the basis of security by way of pledge of shares, debenture and othersecuritles.

13. Since the company is not a chit Fund /Midhi/ Matual Benefit Fund/society, the relative reporting requirements are not applicable.

14. Since the company is not dealing or trading In shares, securities, debentures or other investment, the relative reporting requirements are not applicable.

15. in our opinion and according to the information and explanations given to us, the Company has not given Guarantees for loan taken by others from Bank or financial institution during the year.

16. The company has not applied for term loan and therefore paragraph 4(16) of the order is not applicable.

17. On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to, the information and explanations given to us, there are no funds raised on a short terms basis which have been used for long term Investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained Under section 301 of the Act during the year and therefore paragraph 4(180) of the order is not applicable.

J. MANDAL & CO. 7.B, lake Avenue CHARTERED ACCOUNTANTS KOLKATA - 700 026

Firm Registration No.30210 Dated:30th August 2012

(P. De. Sircar) Partner

Membership No.008121

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Mar 31, 2011

1. We have audited the attached Balance Sheet of FRASER & COMPANY LIMITED as at 31st March, 2011 signed by us under reference to this report and the relative Profit and Loss Account 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 have 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 disclosure 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 as amended by the company (Auditors Report) (Amendment) order, 2004 issued by the Government of India in terms of Section 227(4A) of the Companies Act, 1956. We enclosed in the annexure a statement on the matters specified in paragraph 4 and 5 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 purposes of our audit.

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

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

d. In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply 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 as on 31 March 2011 and taken on record by the Board of Directors of the Company, we report that none of the Directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub section (i) of section 274 of "The Act".

f.In our opinion and to the best of our information and according to the explanation given to us, the said Accounts read with the notes thereon in Schedule VII, subject to Note No. 2 (for non provision of Gratuity.give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of the state of affairs of the company as at 31 March 2011

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

ANNEXURE OF THE AUDITORS REPORT. (Referred to in paragraph 3 of our report of even date)

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

b) According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year, and no material discrepancies where noticed on such verifications with books records.

c) According to the information and explanations given to us, the company has not disposed off substantial part of Fixed Assets during the year.

2. According to the information and explanations given to us by the company, that there are no stock of Raw Materials, Stores and Spares parts and finished goods possessed by the company and therefore paragraph 4(2) of the order are not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to / from companies firms or other parties covered in the registered maintained under section 301 of the companies Act 1956 as such clauses (b) (c) (d) (f) (g) of the paragraph 4 are not applicable.

4. in our opinion and according to the information and explanation given to us there are an adequate internal control procedures commensurate with the size of the company and nature of its business. No weakness have been noticed during the year under audit.

5. According to the information and explanations given to us the company has not entered into any transactions that need to be entered into a register in pursuance of section 301 of the companies Act, 1956 and therefore 5(b) of the order is not applicable.

6. The Company has not accepted any deposit from the public within the meaning section 58A & 58AA and other relevant provision of the companies Act, 1956.

7. The Company has an internal Audit system commensurate with its size and nature of its business.

8. As informed to us by the company the maintenance of cost records has not been prescribed by the Central Government of India under section 209(i)(d) of the company Act, 1956.

a) The company has generally been regular in depositing Provided Fund dues during the year with appropriate Authority. The Employee state Insurance Act is not applicable to this company.

b) According to information and explanations given to us, and the books and records examined by us there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty and other statutory dues Outstanding as at 31st March, 2011, for a period exceeding six months from the date they became payable.

10. The company has accumulated losses as at 31st March, 2011 and it has incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. The Company has no secured / Unsecured loans so the relative reporting requirement are not applicable.

12. The company has not granted any loans and Advances on the basis of security by way of pledge of shares, debenture and other securities.

13. Since the company is not a chit Fund /Nidhi/ Matual Benefit Fund/ society, the relative reporting requirements are not applicable.

14. Since the company is not dealing or trading in shares, securities, debentures or other investment, the relative reporting requirements are not applicable.

15. In our opinion and according to the information and explanations given to us, the Company has not given Guarantees for loan taken by others from Bank or financial institution during the year.

16. The company has not applied for term loan and therefore paragraph 4(16) of the order is not applicable.

17. On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to, the information and explanations given to us, there are no funds raised on a short terms basis which have been used for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year and therefore paragraph 4(180) of the order is not applicable.

19. The company has not issued any debenture during the year and therefore paragraph 4(19) of the order is not applicable.

20. The Company has not raised any money by public issue during the year and therefore paragraph 4(20) of the order is not applicable.

21. To the best of our knowledge and according to information and explanation given to us no fraud on or by the company was noticed or reported during the year.

ForJ. MAN DAL & CO. Chartered Accountants. Firm Registration No. 302100E

(P.De-Sircar) Partner Membership No. 008121

7-B Lake Avenue Kolkata-700026 Dated:30th August 2011