ఆడిటర్ నివేదిక Jayatma Enterprises Ltd.

Mar 31, 2025

JAYATMA ENTERPRISES LIMITED Ahmedabad.

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of JAYATMA ENTERPRISES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2025, the statement of Profit and Loss including other comprehensive income, Statement of Changes in equity and Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.(hereinafter referred as ''financial Statement'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies act, 2013 (The Act) in the manner so required and give a true and fair view in conformity with the India 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 March 31, 2025 and Profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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

The Key Audit Matter	How our audit addressed the key audit matter
Valuation and existence of Current Investments	Our audit procedures included updating our
Valuation and existence of Non-Current and Current Investments designated at fair value through profit or loss are valued at 705.35 Lakhs and classified as level 1 financial instruments in the fair value hierarchy. Further disclosures on the Investments are included in note 8 to the financial statements. This was an area of focus for our audit and the area where significant audit effort was directed. As at March 31, 2025, the Investments in mutual funds are quoted at net assets value and Equity Instruments are quoted at market value.	understanding of the business processes employed by the Company for accounting for, and valuing, their investment portfolio. We obtained accounts confirmation from the mutual funds and holding statements for the Equity Instruments and verified that the company was the recorded owner of all investments. Our audit procedures over the valuation of the Investments included agreeing the fair valuation of all Investments held at March 31, 2025 to the Net Assets Value provided by the respective Mutual funds and Market Value provided in Holding Statement of Equity Instruments.
	Our Observation:
	Based on the audit procedures performed, we are satisfied with valuation and existence of non-current and current investment.

Other Information:

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Board''s report, but does not include the financial statements and our auditors'' report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

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

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

Those Board of Directors are also responsible for overseeing the company''s financial reporting process. Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, 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 misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

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

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) The Company has not paid/ provided for managerial remuneration during the year. Hence this clause is not applicable.

(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 has no any pending litigation.

(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 no funds

have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("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, as disclosed in the note no. 13 and 14, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on our audit procedures which were 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 not declared or paid any dividend during the year.

(vi) . Based on our examination which included test checks, in respect of accounting software used

for maintaining its books of accounts, the same did not have the feature of recording audit trail (Edit Log) facility. Further, since the accounting software did not have the feature of recording audit trail, comment with regard to its tampering cannot be given.

For, VKJD & ASSOCIATES [Firm Registration No. 128985W] Chartered Accountants

CA JIGNASHU K. SHAH Partner

Place : Ahmedabad MembershiNo.117481

Date : 15^th May, 2025 UDIN: 25117481BMJHEC4633

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Mar 31, 2024

We have audited the accompanying standalone financial statements of JAYATMA ENTERPRISES LIMITED ("the
Company"), which comprise the Balance Sheet as at 31^st March 2024, the statement of Profit and Loss
including other comprehensive income, Statement of Changes in equity and Statement of Cash Flow for the
year then ended, and notes to the financial statements, including a summary of significant accounting policies
and other explanatory information.(hereinafter referred as ''financial Statement'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies act, 2013 (The Act) in the manner so
required and give a true and fair view in conformity with the India 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
March 31, 2024 and Profit and other comprehensive income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

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

Key Audit Matters

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

The Key Audit Matter	How our audit addressed the key audit matter
Valuation and existence of Current Investments	Our audit procedures included updating our
Valuation and existence of Non-Current and Current Investments designated at fair value through profit or loss are valued at 706.79 Lakhs and classified as level 1 financial instruments in the fair value hierarchy. Further disclosures on the Investments are included in note 8 to the financial statements. This was an area of focus for our audit and the area where significant audit effort was directed. As at March 31, 2024, the Investments in mutual funds are quoted at net assets value and Equity Instruments are quoted at market value.	understanding of the business processes employed by the Company for accounting for, and valuing, their investment portfolio. We obtained accounts confirmation from the mutual funds and holding statements for the Equity Instruments and verified that the company was the recorded owner of all investments. Our audit procedures over the valuation of the Investments included agreeing the fair valuation of all Investments held at March 31, 2024 to the Net Assets Value provided by the respective Mutual funds and Market Value provided in Holding Statement of Equity Instruments.
	Our Observation:
	Based on the audit procedures performed, we are satisfied with valuation and existence of non-current and current investment.

Other Information:

The Company''s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Board''s report, but does not include the financial
statements and our auditors'' report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013("the Act") with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting

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

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

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
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 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 standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
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
misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the 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

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

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure
B".

(g) The Company has not paid/ provided for managerial remuneration during the year. Hence this clause
is not applicable.

(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 has no any pending litigation.

(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 no funds have

been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company
("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, as disclosed
in the note no. 13 and 14, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on our audit procedures which were 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 not declared or paid any dividend during the year.

(vi). Based on our examination which included test checks, in respect of accounting software used
for maintaining its books of accounts, the same did not have the feature of recording audit trail
(Edit Log) facility. Further, since the accounting software did not have the feature of recording
audit trail, comment with regard to its tampering cannot be given.

For, VKJD & ASSOCIATES
[Firm Registration No. 128985W]
Chartered Accountants

Sd/-

CA JIGNASHU K. SHAH
Partner

Place: Ahmedabad Membership No. 117481

Date: 20^th May, 2024 UDIN: 24117481BKEGBZ1005

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Mar 31, 2015

(i) We have audited the financial statements of Jayatma Spinners Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2015 and Profit and Loss Account and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information on that date annexed thereto.

(ii) 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 financial statements that give 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 fraud 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 accounting records, relevant to the preparation and presentation of the financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

(iii) Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, 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.

(iv) 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 assessment, the auditor considers internal financial control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Director, as well as evaluating the overall presentation of the financial statements.

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

(vi)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 ; and

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

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

(vii) 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 Companies Act, 2013 we hereby provide the details as required in the paragraph 3 and 4 of the said Order in Annexure to Independent Auditor's Report.

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

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

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

3. The Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

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

(a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 26(A) to the financial statements.

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

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure to the Auditors’ report

(Referred to in paragraph 6 of the Auditors' Report of even date to the members of Jayatma Spinners Limited on the financial statements for the year ended 31st March, 2015.)

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

(b). As explained to us, a substantial portion of the fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

2. (a). As per information and explanation given to us, inventory of traded goods/spares and consumables has been physically verified by the management at the year end. In our opinion the frequency of verification is reasonable. There is no closing inventory.

(b) . In our opinion the procedures of physical verification of inventory of goods/spares and consumables followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) . On the basis of our examination of the inventory records produced before us and in our opinion the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in books of accounts.

3. (a) The company has not granted loans secured or unsecured to Companies or firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, para 3(b) and 3(c) of the order are not applicable.

4. In Our opinion and according to the information and explanations given to us there exists adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of components, plant and machinery, equipments and other assets and with regard to service provided by the Company, Further on the basis of our examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted Deposits during the year and consequently directives issued by Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provision of the Companies Act and rules framed there under are not applicable to the Company.

6. We are informed that maintenance of cost records as prescribed by the Central Government of India under subsection (1) of Section 148 of the Companies Act, 2013 in respect of the Company products are not applicable. Hence, the provisions of Clause (vi) of paragraph 3 of the Order are not applicable to the Company.

7. (a). According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable with the appropriate authorities in India. However, in case of delays in few instances the same has been deposited along with interest due thereon.

(b). According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(c ). In our opinion and according to the information and explanations given to us, there is no amount which is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 ( 1 of 1956 ) and rules made there under.

8. The Company has accumulated losses of Rs.15789499/-as at 31st March, 2015 and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution/bank/debenture holders.

10. In our opinion and according to information and explanation given to us, the Company has not given guarantee for any loan taken by others from any bank/ Financial Institutions which are prejudicial to the interest of the Company.

11. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans & other facilities obtained during the year were, applied by the Company for the purpose for which they were obtained.

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

FOR AND ON BEHALF OF JAYESH M. SHAH & COMPANY CHARTERED ACCOUNTANT F.R.N. 104173W

SD/- PLACE : AHMEDABAD JAYESH M. SHAH DATE: 25th MAY, 2015 [PROPRIETOR] M. NO. 30638

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Mar 31, 2014

We have audited the accompanying financial statements of JAYATMA SPINNERS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information on that date annexed to.

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") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 subject to :

Note No.11 appearing in the Notes forming part of the Financial Statements regarding non provision of the depreciation of earlier years for Rs.Nil on its fixed asses and its consequential effect on Net Block of Fixed Assets is shown higher RS. 16154421/- to the extent of non provision of depreciation in previous years and impact in profit is RS. Nil, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 ;

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Jayatma Spinners Limited. on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories of traded goods/spares and consumables has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories of spares and consumables 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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies or firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence the clause 3(b), 3(c), 3(d) are not applicable.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans, secured or unsecured from companies or firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence the clause 3(f) and 3(g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable in respect of the Company products.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has accumulated loss of RS. 6897438/- as at 31st March, 2014 (Previous Year RS. 7655393/-) and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The other loan given by the Company are prima-facie not prejudicial to the interest of the Company.

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

14. According to information and explanations given to us and on the basis of our examination of the books of account, proper records have been maintained of the transactions and contracts & timely entries have been therein in respect of shares, securities, debentures and other investments dealt with or traded by the Company & further investments specified are held in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Jayesh M. Shah and Co. Chartered Accountants FRN: 104173W

Jayesh M. Shah Place : Ahmedabad (Proprietor) Date : 29.05.2014 Membership No. : 030638

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Mar 31, 2013

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

Management 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.

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 subject to :

Note No.11 appearing in the Notes forming part of the Financial Statements regarding non provision of the depreciation of earlier years for Rs.Nil on its fixed asses and its consequential effect on Net Block of Fixed Assets is shown higher by Rs.16154421/- to the extent of non provision of depreciation in previous years and impact in profit is Rs.Nil, 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

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

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

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

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

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

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

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.

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF JAYATMA SPINNERS LIMITED. ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories of traded goods/spares and consumables has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories of spares and consumables 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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies or firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence the clause 3(b), 3(c), 3(d) are not applicable.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans, secured or unsecured from companies or firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence the clause 3(f) and 3(g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. (b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable in respect of the Company products.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has accumulated loss of Rs. 7655393/-as at 31st March, 2013 and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The other loan given by the Company are prima-facie not prejudicial to the interest of the Company.

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

14. According to information and explanations given to us and on the basis of our examination of the books of account, proper records have been maintained of the transactions and contracts & timely entries have been therein in respect of shares, securities, debentures and other investments dealt with or traded by the Company & further investments specified are held in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

FOR JAYESH M. SHAH & CO CHARTERED ACCOUNTANTS PLACE : AHMEDABAD Firm Reg.: 104173W DATE : 30/05/2013 Sd/- (JAYESH M SHAH) PARTNER M.No. 30638

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Mar 31, 2012

(1) We have audited the attached Balance Sheet of JAYATMA SPINNERS LIMITED as at 31st March, 2012 and also the statement of Profit and Loss for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

(3) As required by the Companies (Auditor's report) Order, 2003 Issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1656 and on the basis of such checks of (he books and records of the Company as we considered appropriate and according

.to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

(4) further to our comments In the Annexure referred lo in paragraph 3 above, we report that:

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

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

(iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account of the Company ;

(iv) In our opinion, the Balance sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3Cj of Section 211 of the Companies Act, 1956;

(v) . On the basis of Written representation received from the directors, ap on 31 st March 2012 and taken on record by the Board of Directors of the Company and the information and explanations given to us, we report thal none of the directors is disqualified as pn31stMarGh 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies . Act, 1956;

(vi) In oqr opinion and to the best of our information and according to the explanations given to us, the said accounts subject to :

Note no. 9 appearing In Notes forming part of the Financial Statements regarding non provision of the depreciation of Rs. NIL on its fixed assets and Its consequential effect on Net Block Of Fixed Assets Is shown higher by Rs.16154442/-to the extent of non provision of depreciation In previous year/s and Impact on profit Is Rs. NIL; give the Information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

ii. inthecasepfthestatementof Profitand Loss.of the Profit for the year endedon that date.

iii. in the case of the cashflow statement of the cash flow for the year ended on thal date.

ANNEXURE TO THE AUDITORS REPORT referred to in paragraph 3 of our Report of even date to the members of JAYATMA SPINNERS LIMITED for the year ended 31 st March 2012.

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) No part of fixed assets has not been disposed off by the Company during the year

2. (a) As per information and explanation given to us, inventory of Traded goods/ spares and consumables has been physically verified by the management at the year end. In our opinion the frequency of verification is reasonable.

(b) In Pur opinion the procedures of physical verification of inventory of spares and consumables followed by the management are reasonable.

(c) On the basis of our examination of the inventory records produced before us, In our opinion the Cohipany is maintaining proper records of inventory .The discrepancies noticed on physical verification of inventory as compared to book records were not material;

3. (3) The Company has not granted any Secured or Unsecured loans, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956. Consequently requirement of Clause 3(b), 3(c) and 3(d) of paragraph 4 of the order'are not applicable.

(Jb) The Company has not taken any Secured or Unsecured loans from companies, firms or other . parties covered in the register maintained under Section 301 of the companies.Act,1958. Consequently requirement of Clause 3(f) and 3(g) of paragraph 4 of the order are not applicable.

4. In Our opinion and according to the information end explanation given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of Its business with regard to purchase of shares, stores, raw materials including components, plant , and machinery, equipments and other assets and purchases with regard to services provided by the Company, Further on the basis of oar examination of the books and records of the Company, carried out in accordance with the auditing standards generally accepted in India ,we have not observed any continuing failure to correct major weaknesses in the aforesaid internal* Control procedures.

5. In our opinion and according to the information and explanations given to us, the transaction* the transactions made in pursuance of such contracts or arrangements entered in the reglstaunder Section 301 of the Companies Ad,1956 have been made at prices which are reasonably having regard to the prevailing market prices at the relevant time.

6. In our opinion and as per the information and explanation given to us, the Company has accepted any deposits from the public within the meaning of sedion 58A and 53AA and any relevant provisions Of the Companies Ad. 1956 and the rules framed there under.

7. As per the information given to us, tile Company has made internal arrangements for Intentionaudit to be carried on by their internal staff on regular basis. '

8. We are informed that maintenance of cost records has not been prescribed by the CentiH Government of India under clause (d) of subsection (1) of Section 209 of the Companies 1956 in respect of the Company products

9. (a) According to the information and explanations given to US and. the records of the examined by us, in our opinion, the Company is generally regular in depositing statutory dues including provident fund, Investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable with the appropriate authorities in India.

(b.) According to the information and explanations given, to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, sales tax, Custom duty, excise duty and cess, which have not been deposited on account of any dispute.

10. The Company has accumulated losses of Rs.BH75993/- as at 31st March, 2012 and it has not incurred any cash losses in the previous financial year ended on that date or in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The other Loan given by the Company are prima- facie not prejudicial to the interest of the Company.

13. The provisions of any special statute applicable to chit fund/nidhi /mutual benefit fund/ societies are not applicable to.the Company.

,14.(a) According to the information and explanation given to us and on the basis of our examination of the books of account, proper records have been maintained of the transactions and contracts and timely entries have been mode therein tn respect of the shares , securities, debentures and other investments dealt with or traded by the Company.

(b) The shares, securities, debentures and other securities have been held by the Company, in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

15. As pe, lire information given to us and in our opinion, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

15. As per the information given, the Company has not availed any Term Loan facilities.

17. On the basis of overall examinalion of the Balance Sheet of the Company, in our opinion, there ; are no major funds raised on short-term basis which have been used for long term investment..

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

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

20. The Company has not raised any money by public issues during the year.

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

FOR JAYESH M. SHAH & CO CHARTEREDACCOUNTANTS PLACE :AHMEDABAD Firm Reg.: 104173W

DATE: 30/05/2012 sd/-

(JAYESHMSHAH) PARTNER M.No. 30638

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Mar 31, 2011

We have audited the attached Balance Sheet of JAYATMA SPINNERS LIMITED, as at 31st March. 2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor''s Report) Order, 2003 read with the Companies(Audrtor''s Report)(Amendment) Order,2004 issued by the Central Government of India In terms of sub-section (4A) of section 227 of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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 purposes of our audit;

(ii) 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;

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

(iv) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; subject to notes on account.

(v) On the basis of written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 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 subjects to ;

Note No,6 appearing in Schedule 15 regarding non provision of depredation on fixed assets and its consequential effect on profit;

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 principales generally accepted in India :

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(b) in the case of the Profit and Loss Account, of the Profit tor the year ended on that date;

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

ANNEXURE TO THE AUDITORS REPORT referred to in paragraph 3 of our Report of even date to the members of JAYATMA SPINNERS LIMITED for the year ended 31st March 2011.

1(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) We are informed that certain fixed assets have been physically verified by the management during the year No major discrepancies were noticed on such verification;

(c) No substantial part of fixed assets have been disposed off during the year;

2(a) Physical verification of inventory has been conducted by the management at the end of the year;

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. As informed by the management, no material discrepancies have been noticed on such physical verification;

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and as informed to us no material discrepancies were noticed by the management of the company on such physical verification;

3(a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956; therefore provisions of clause 4(iii) b,c,d are not applicable to the company.

3(b) The company has not accepted any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956; therefore provisions of clause 4(iii) f.g are not applicable to the company.

4. In our opinion, the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods & services. There is no continuing failure to correct major weaknesses in internal control system.

5(a) According to the information and explanations given to us, the transactions that need to be entered in to a register in pursuance of section 301 of the Companies Act, 1956 have been so entered;

6 According to the information and explanations given to us. the company has not accepted deposits from the public within the meaning of the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7 In our opinion, the company has an internal audit system, which commensurate with its size and nature of its business;

8 As informed to us, the Central Government has prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 to the company, however, as the company has not carried out any manufacturing activity during the year and hence no such accounts & records been maintained.;

9(a) As informed to us, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess have generally been regularly deposited by the company with the appropriate authority in all cases during the year;

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited on account of dispute by the company.

10 The accumulated losses of the company as at 31st March 2011 are more than 50% of its net worth. The company has not incurred cash fosses during the year and in the immediately preceding financial year.

11 As per information & explanation given to us, the company has not defaulted in repayment of dues to financial institution or bank.

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

13 In our opinion , the company is not a chit fund or a nidhi / mutual benifit fund / society. Therefore, the provision of clause4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Copmpanies (Auditor''s Report) Order,2003 are not applicable to the.

15 According to the information & explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 As per information given to us, the company has not obtained any term loan during the year.

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

18 According to the information 8, explanation given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19 As the company has not issued any debentures, this clause is not applicable to the company.

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

21 As per the information given to us, any fraud on or by the company has not been noticed or reported during the year.

For SHAH KANTILAL & CO CHARTERED ACCOUNTANTS

PLACE : AHMEDABAD Sd/- DATE: 30/05/2011 (KANTILAL M SHAH) PARTNER M. No. 7924