ఆడిటర్ నివేదిక RRP Semiconductor Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS financial statements of RRP Semiconductor Ltd
(“hereinafter referred to as the Company”) which comprise the Balance Sheet as at March 31,
2025, the Statement of Profit and Loss (including the statement of Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended
on that date and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its
profit, total comprehensive income, changes in equity and its cash flows for the year ended on
that date.

Basis for Opinion

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 Ind AS Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the financial statements under the
provision of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Ind AS financial statements

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the Ind AS financial statements for 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

Sr. No

Key Audit Matters

Auditor''s Response

1	Accuracy of recognition,	We assessed the Company''s process to
	measurement, presentation	identify the impact of adoption of the revenue
	and disclosures of revenues	accounting standard.
	and other related balances in	Our audit approach consisted testing of the
	view of adoption of Ind AS 115	design and operating effectiveness of the internal controls and substantive testing as follows: (i) Verification of Sales order w.r.t. type of service, rate etc. on test check basis. (ii) Provision of the Services and delivery of material, Collection w.r.t the bill etc. on test check basis. (iii) Verification of Sales Return w.r.t. sales reversal documents, management representation/clarification.

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

The Company''s Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report,
Corporate Governance and Shareholder''s Information, but does not include the financial
statements and our auditor''s report thereon.

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

In connection with our audit of the 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.

Management''s Responsibilities 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, changes in
equity and cash flows of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the

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

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.

The Board of Directors is 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 financial controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company''s a bility 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.

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

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

Report on Other Legal and Regulatory Requirements

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

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the 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 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 Statement of Cash Flows 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 the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

e. On the basis of written representations received from the directors as on March 31,
2025 taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 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 A” to this report.

g. With respect to the other 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 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, as amended, in our
opinion and to the best of our information and according to the explanations given to us:

i. The Company has filed an appeal before honorable Security Appellate T ribunal (SAT)
against the order revoking listing approval. The details are as follows:

The company issued 1,35,24,000 equity share by way of preferential allotment of
shares on 31/05/2024 & 05/06/2024. BSE as per regulation 28 of SEBI (LODR), 2018
granted their in principle approval. The BSE on allotment of the shares by the
company given their listing approval bearing letter no.:
LOD/PREF/VK/FIP/475/2024-25 & LOD/PREF/VK/FIP/476/2024-25 dated

25/06/2024 and trading approval bearing letter no. LOD/PREF/SV/158/2024-2025
& LOD/PREF/SV/159/2024-2025 dated 16/07/2024.

BSE issued Show Cause Notice connected with the listing of 1,35,24,000 equity shares
on the basis of their delisting notice against SHREE VINDHYA PAPER MILLS LIMITED
where the company is corporate promoter shareholder. On 08/04/2025 BSE passed
an order revoking listing approval dated 25/06/2024. Against this order the
company filed an appeal before honorable Securities Appellate Tribunal (SAT) vide
appeal No. 221 of 2025. The Honorable SAT passed interim order dated 02/05/2025
to maintain status quo on BSE Order.

The outcome of the above has yet to come. So we are unable to comment on the
financial impact of the same.

ii. The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses.

iii. There has 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 (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,
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 and (b) above, contain any material misstatement.

v. (a) The Company has not proposed any dividend during the previous financial year
is in accordance with section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have not proposed any dividend for the
year which is subject to the approval of the members at the ensuring Annual General
Meeting.

vi. The company has used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the same
has been operated throughout the year for all transactions recorded in the software
and the audit trail feature has not been tampered with and the audit trail has been
preserved by the company as per the statutory requirements for record retention.

2. 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 B” a
statement on the matters specified in paragraphs 3 and 4 of the Order.

For Pams & Associates
Chartered Accountants
Firm Registration number:
316079E

Sd/-

CA Manoranjan Mishra
Partner

Membership Number: 063698
Place: Bhubaneswar UDIN: 25063698BMJAHG2950

Date: 30/05/2025

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Mar 31, 2024

G.D TRADING AND AGENCIES LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited financial statements of G.D Trading and Agencies Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2024 and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS), of the state of affairs of the Company as at 31st March, 2024, and its loss including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Relating to Going Concern

We draw attention to in the financial statements which indicates that the Company incurred a net loss of Rs. 1.70 /- lacs for the year ended 31st March 2024 as of that date, the Company Total Liabilities exceeded its Total assets as on 31st March, 2024. As per Financial Statement these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. As stated therein, the financial statements of the company have been prepared on a going concern basis, based on management confirmation that company is in the process of adding new lines of business. Our opinion is not modified in respect of this matter.

Emphasis of Matter

a) Loan and advances given & taken are subject to confirmation, reconciliation, adjustment & provisions, if any which may arise out of confirmation and reconciliation. However as per the management no provision is required as the balances are considered goods and recoverable.

b) Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The key Audit Matter	How was the matters addressed in our Audit
''All financial and other Assets and Liabilities valued at cost by Company	Our audit procedures with regard to valuation of assets and liability as per IND AS Accounting Standard we found that cost represents the best estimate of fair value of assets and liability.
The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.	Based on our examination, which included test checks, the company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 however software used does not have a feature of recording audit trail (edit log) facility.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information obtained at the date of this auditor''s report is the information included in the annual report, 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 in the audit , or otherwise appears to be materially misstated.

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

Responsibility of Management for 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 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 Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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. Auditors'' 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, 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, 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 Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March, 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) With respect to the other 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 no remuneration was paid by the Company to its directors during the year in accordance with the provisions of section 197 of the act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 litigation as at March. 31, 2024 having impact on its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

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 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, no funds 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-clauses (a) and (b) above, contain any material misstatement.

v. No dividend has been declared or paid by the Company during the year. Hence, compliance of section 123 of the Act is not applicable to the Company.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

Based on our examination, which included test checks, the company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 however software used does not have a feature of recording audit trail (edit log) facility and the same software has operated throughout the year for recording all the relevant transactions.

For Maheshwari & Associates

Chartered Accountants

[Firm''s Registration Number : 311008E]

Sd/-

CA. Adityanarayan Somani Partner

Membership No: 138456 UDIN : 24138456BKCOPW7148

Place: Mumbai Date: 16/05/2024

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY STATEMENT 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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013 and in accordance with the accounting principles generally accepted in India. this responsibility includes the design, implementation and maintanenace of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner So required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As reqUired by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of section 227(4A) 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 explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of 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 the Cash Flow statement dealt with by this Report are in agreement with the books of

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of the Section 133 of the companies Act, 2013; subject to note no 2.18.12 of the Notes to the Accounts regarding non provision of diminution of the value of the long term quoted investments Rs 7,40,70,921/- which is not accordance with the Accounting Standard 13 on " Accounting of Investments"

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 director are disqualified as on March 31,2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to in the Auditors'' Report of G.D.TRADING & AGENCIES LIMITED on the Accounts for the year ended on 31 ST MARCH 2014.

i) In respect of its Fixed Assets:

a. The Company has no fixed Assets and hence this caluse is not applicable,

ii) In respect of Inventory of goods:

a. The inventory has been physically verified by the management during the year.In our opinion,the frequency of verification is reasonable.

b. In our opinion, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c. On the basis of our examination of the inventory records,in our opinion, the company is maintaining proper records of inventory.No material discrepancies were noticed on physical verification as compared to book records.

iii) 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. The Company has granted loans aggregating Rs.NIL during the previous year and the outstanding balances of such loan is Rs.NIL

b. In our opinion,the rate of interest and other terms and conditions of such loans are not,prima facie, prejudicial to the interest of the company.

c. In respect of loans and advances in the nature of loans given by the company,wherever stipulations have been made,the parties a generally repaying the principals amount and interest amount wherever applicable;

d. There is no overdue amount in respect of loans granted to companies,firme or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The company has taken loans from party coverd under register maintained under section 301 of the Companies Act 1956. Maximum amount involve during the year was 7,71,75,056/- & year end balance of loan taken was Rs.7,70,57,057/-.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regards to sale of services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in internal control system during the course of audit,

v) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinon that the transaction that need to be entered in the register mantained under Section 301 of the Companies Act, 1956, have been so entered.

vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of companies Act,1956 and the rules framed thereunder.

vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

viii) The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

ix) In respect of statutory dues:

a) For the year review we are informed that the provisions of Employees Provident Fund and the Employee State Insurance Scheme were not applicable. The company is regular with appropriate authorities undisputed statuatory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statuatory dues applicable to it.

b) Further, since the central Government has till date not prescribed the amount of cess payable under section 441A of the sompanies Act, 1956, we are not in position to comment upon the regularity or otherwise of the company in depositing the same.

c) According to the books of account and records as produces and examined by us, there are no undisputed amount payable in respect of Income Tax, Sales Tax, profession Tax, Cess were in arrears as on 31.03.2014 for a period of more than 6 months.

x) The company have accumulated losses to the extent of Rs. 27,11,898 (previous year Rs. 27,14,410/-)

xi) Based on our audit procedure 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 institution, banks or debenture holders.

xii) 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, debentures and other securities.

xiii) In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit funds/spciety.

xiv) The company has maintained proper records with regards to its transaction and contracts in respects of investments in shares and other securities and timely entries have been held by the company in its own name, except tp the extent of exemption granted under section 49 of the Companies Act, 1956 and save for certain shares which are lodged for transfer or held with valid transfer forms.

xv) In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans given by others from banks or financial institutions, the terms and condition whereof are prejudicial to the interest of the company.

xvi) In our opinion and according to the information and explanation given to us, the company has not taken any term loan during the year.

xvii) On the basis an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under section 301 of the companies Act, 1956.

xix) The Company has not raised funds by way of debentures.

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

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

For J.K.Lahoti & Co. Chartered Accountants

J.K.Lahoti Proprietor

---

Mar 31, 2011

We have audited the attached Balance Sheet of G.D. TRADING & AGENCIES LTD, as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 issued by the Central Government of . India in terms of sub-section (4-A) 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, to the extent applicable to the Company.

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

1. 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;

2. 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;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Account;

4. 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, to the extent applicable, except for non provision of diminution in the values of long term investment amounting to Rs.7,40,70,921/- which is not in accordance with Accounting Standard 13 on "Accounting for Investment" (Refer Note No.B-4 of Schedule 17).

5. On the basis of the written representations received from the directors as on March 31,2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) we report that of sub-section (1) of section 274 of the Companies Act, 1956; 6. Subject to above in paragraph 4 above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read together with other Notes given in Schedule '17', 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2010 and

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

ANNEXURE TO THE AUDITORS' REPORT (REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

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

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

(b) As explained to us, the fixed assets have not been physically verified by the management during the year but there is a regular program, which in our opinion is reasonable having regards to the size of the company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during* the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) According to information & explanation given to us, the procedures followed for physical verification of the inventory are, in our opinion, reasonable and adequate in relation to size of the company & nature of its business,

(c) According to record produced before us for our verification, there were no material discrepancies noticed on physical verification of stocks referred to in Para 2(a) as compared to book records.

(iii) (a) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to Companies, firms or other party listed in the register maintained under Section 301 of the Companies Act, 1956/pie maximum amount out standing during the year out of loan granted in the previous years was Rs.2,98,94,499/- & year end balance of the loan granted is Rs.2,98,94,499/-.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of loans and advances in the nature of loans given by the Company, wherever stipulations have been made, the parties are generally repaying the principals amounts and interest amounts where applicable;

(d) There is no overdue amount in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

(e)The company has taken loan from one party covered under register maintained under section 301 of the Companies Act, 1956 .Maximum amount involve during the year was Rs.2,83,30,986/- & yearend balance of loan taken was Rs.2,83,30,986/-;

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company;

(g) During the year company is regular in repaying principal amount has been stipulated and has not paid any interest;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regards to sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls;

(v) According to the information and explanations given to us and based on our verification, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956;

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public as defined in Non-Banking Financial Companies Acceptance of Public Deposit (Reserve Bank) Directions, 1998;

(vii) In our opinion, the internal audit system of the company needs to be strengthened so as to be commensurate with the size and nature of its business;

(viii) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (1) of section 209 of the Act;

(ix) (a) For the year under review we are informed that the provisions of Employees Provident Fund and the Employees State Insurance Scheme were not applicable. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Custom Duty, Wealth Tax, service tax, Excise Duty and Cess, were in arrears as at 31.03.2011 for a period of more than 6 months;

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess' which have not been deposited on account of any dispute;

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year;

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders;

(xii) According to the information's 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;

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company;

(xiv) The company has maintained proper records with regards to its transactions and contracts in respects of investments in shares and other securities and timely entries have been made therein. All these shares and other securities have been held by the company in its own name, except to the extent of exemption granted under Section 49 of the Companies Act, 1956 and save for certain shares which are lodged for transfer or held with valid transfer forms;

(xv) According to the information's and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

(xvi) According to the information's and explanations given to us, the Company has not taken any term loans during the year;

(xvii) According to the information's and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(xviii)According to the information's and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956;

(xix) According to the information and explanations given to us, the Company has not issued debentures;

(xx) According to the information and explanations given to us, the Company has not raised money by public issues during the year;

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

For J.K. LAHOTI & CO.

Chartered Accountants, .

FRN. 105508W

(J- K-LAHOTI) proprietor

Membership No.16655

Place: Mumbai

Date : 02/09/2011

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Mar 31, 2009

We have audited the attached Balance Sheet of G.D. TRADING & AGENCIES LTD, as at 31st March 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basic, 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 (Auditors Report) Order, 2003 issued by the central Government of. India in terms of sub-section (4-A) of Section 227 of the Companies Act 1956. vc enclose in the Annexurc a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent

applicable to the Company.

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

1 We have obtained all the informations and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

2 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:

3 The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Breks of Account.

In our opinion, the Balance Sheet and Profit and Loss Account creat with by this report comply with the Accounting Standards referred to in sub-section of Section 211 of the Companies Act. 1956. to the extent applicable, except for diminution in the values of long term investment amounting to Rs.7.4070921 which is not in accordance with Accounting Standard 13 on "Accounting for Investment" (Refer Note No.B-4 of Schedule 17).

5. On the basis of the written representations received from the directors as on March 31 2009 and taken on record by the Board of Directors. we report that none of the directors is disqualified as on March 31. 2007 from being appointed as a director in terms of clause (g) we report that of sub-section (I) of section 274 of the Companies Act. 1956;

6.Subject to above in paragraph 4 above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read together with other Notes given in Schedule 17 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:

a in. the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2008 and

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

ANNEXURE TO THE AUDITORS REPORT

(REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

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

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

(b) As explained to us, the fixed assets have not been physically verified by the management during the year but there is a regular program, which in our opinion is reasonable having regards to the size of the company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) According to information & explanation given to us, the procedures followed for physical verification of the inventor, are, in our opinion, reasonable and adequate in relation to size of the company & nature of its

business,

(c) According to record produced before us for our verification, there were no material discrepancies noticed on physical verification of stocks referred to in Para 2(a) as compared to book records.

iiii) (a) According to the information and explanations given to as the Company has not granted any loans, secured or unsecured, to any Companies, firms or other party listed in the register maintained under Section 301 of the Companies Act. 1956.The maximum amount out standing during the year out of loan granted in the previous years was

(v) According to ihe infonnation and explanations given to us and based on our verification, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 ;

(vi) According to the infonnation and explanations given to us, the Company has not accepted any deposits from the public as defined in Non-Banking Financial Companies Acceptance of Public Deposit (Reserve Bank) Directions, 1998;

(vii) In our opinion, the internal audit system of the company needs to be strengthened so as to be commensurate with the size and nature of its business;

(viii) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (1) of section 209 of the Act;

(ix) (a) For the year under review we are informed that the provisions of Employees Provident Fund and the Employees State Insurance Scheme were not applicable. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon, the regularity or otherwise of the company in depositing the same.

(b) According to the informations and explanations given to us, there are no undisputed amounts payable in respect of Income Tax. Sales ia. Custom Duty, Wealth tax. service tax. Excise Duty .and Cess, were in arrears as at 31.03.2003 for a period of more than 6 months.

Rs.2,62,11,574/- & year end balance of the loan granted is Rs.2,62,11,574/-.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of {pans and advances in the nature of loans given by the Company, wherever stipulations have been made, the parties are generally repaying the principals amounts and interest amounts where applicable;

(d) There is no overdue amount in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

(e)The company has taken loan from one party covered under register maintained under section 301 of the Companies Act.1956 .Maximum amount involve during me year was Rs.2,36,81,859/- & yearend balance of loan taken was Rs.2,36,81,859/-;

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company;

(g) During the year company is regular in repaying principal amount has been stipulated and has not paid any interest;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regards to sale of goods & services. During the course of our audit, we have not observers any continuing failure to correct major weaknesses in internal controls.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute;

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceeding financial-year;

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders,

(xii) According to the informations 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;

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company;

(xiv) The company has maintained proper records with regards to its transactions and contracts in respects of investments in shares and other securities and timely entries have been made therein. All these shares and other securities have been held by the company in its own name, except to the extent of exemption granted under Section 49 of the Companies Act, 1956 and save for certain shares which are lodged for transfer or held with valid transfer forms;

(xvi) According to the informations and explanations given to us. the Company has not given any guarantee for loan taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company

(xvi) According to the informations and explanations given to us, the Company has not taken any term loans during the year;

(xvii) According to the informations and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-teirm investment.

(xviii) According to the informations and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies. Act, 1956;

(xix) According to the information and explanations given to us, the Company has not issued debentures:

(xx) According to the information and explanations given to us. the Company has not raised money by public issues during the year;

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

ForJ.K. LAHOTI & CO. Chartered Accountants,

(J. K.LAHOTI) PROPRITOR Membership No. 16655 Place : Munibai Date : 30th June.2009