Shantai Industries Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying standalone financial statements of Shantai Industries
Limited (formerly known as Wheel and Axle Textiles Limited) ("the Company"), which
comprises the balance sheet as at March 31, 2025, the statement of profit and loss,
statement of cash flows of the Company and the statement of changes in equity for the year
ended on that date, and notes to the standalone financial statements, including a summary of
significant accounting policies and other explanatory information. (hereinafter referred to as
''the standalone financial statements'')

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, and its profit, cash flows and changes in equity for the
year ended on that date.

B Basis of Opinion

We conducted our audit in accordance with the standards on auditing 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 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 financial statements under the provisions 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
opinion.

C Key audit matters

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

We have determined the matter described below to be the key audit matter to be
communicated in our report. We have fulfilled the responsibilities described in the auditors''
responsibilities for the audit of the standalone financial statements section of our report,
including in relation to that matter. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of
the standalone financial statements. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on
the accompanying standalone financial statements.

	The key audit matter	How the matter was addressed in our audit
Export Benefits Receivable. The following export benefits are receivable by the company since long : (i) IGST Refundable 8.44 lacs (ii) Duty 67.45 lacs (iii) ROSL 10.00 lacs		It may be noted that these export benefits are receivable by the company since long and even during the year under consideration, no amount has been received. The management of the company have informed us that the company will receive the said export benefits.

D Information other than the standalone financial statements and auditors'' report

The Company''s management and Board of Directors are responsible for the preparation of the
other information. The other information comprises of the information included in the
Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report,
Business Responsibility and Sustainability Report, Corporate Governance and Shareholder''s
Infomration, but does not include the standalone financial statements and our auditor''s 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 standaloane 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.

E Responsibility of the Management and Board of Directors for the standalone
Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, cash
flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the accounting standards specified under section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also
includes the 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 statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management and Board of Directors are
responsible for assessing the Company''s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so. The company''s Mamnagement and Board of
Directors are also responsible for overseeing the Company''s financial reporting process.

F Auditor''s responsibilities for the audit of the standalone financial statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls with reference to standalone
financial statements 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 and Board of
Directors.

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

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

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 standalone balance sheet, the standalone statement of profit and loss, the
standalone cash flow statement and standalone statement of Changes in Equity dealt
with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts)
Rules, 2014;

(e) On the basis of the written representations received from the directors as on 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-B. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting;

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

(i) The Company does not have any pending litigations which would impact its
financial position;

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

(iii) There has been no amount which was required to be transferred to the Investor
Education and Protection Fund by the Company during the year.

(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 entities including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(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 entities, including
foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The Board of Directors of the Company has not paid or proposed any dividend
either interim or final in the current previous year.

(vi) The company has not maintained its books of account in an accounting software
that has a feature of recording audit trail (edit log) and preserving such audit trail
as required under Rule 3(1) of the Companies (Accounts)Rule, 2014.

However, in our opinion, the company has, prima facie, maintained books of
account that present a true and fair view of the state of affairs of the Company,
as required under Section 128(1) of the Companies Act, 2013 for the financial
year 2024-25.

As per our report of even date
For DSI & Co.

Chartered Accountants ICAI
FRN 127226W

Sd/-

Eric Kapadia
Partner

Place : Surat Membership No. 136712

Date : 30-05-2025 UDIN:25136712BMJIPU4843

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of Shantai Industries
Limited (formerly known as Wheel and Axle Textiles Limited) ("the Company"), which
comprises the balance sheet as at March 31, 2024, the statement of profit and loss,
statement of cash flows of the Company and the statement of changes in equity for the year
ended on that date, and notes to the standalone financial statements, including a summary of
significant accounting policies and other explanatory information. (hereinafter referred to as
''the standalone financial statements'')

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2024, and its profit, cash flows and changes in equity for the
year ended on that date.

B Basis of Opinion

We conducted our audit in accordance with the standards on auditing 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 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 financial statements under the provisions 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
opinion.

C Key audit matters

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

We have determined the matter described below to be the key audit matter to be
communicated in our report. We have fulfilled the responsibilities described in the auditors''
responsibilities for the audit of the standalone financial statements section of our report,
including in relation to that matter. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the
standalone financial statements. The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

''MF /14 - 26. Nariman Point Shopping Centre, Near Raghuvir Bunglows, City Light Road. Surat - 395007
Tele : 0261 2223030 • E-mari: [email protected]

	The key audit matter	How the matter was addressed in our audit
Export Benefits Receivable. The following export benefits are receivable by the company since long : (i) IGST Refundable 8.44 lacs (ii) Duty 67.44 lacs (iii) ROSL 10.00 lacs		It may be noted that these export benefits are receivable by the company since long and even during the year under consideration, no amount has been received. The management of the company have informed us that the company will receive the said export benefits.

D Information other than the standalone financial statements and auditors'' report

The Company''s management and Board of Directors are responsible for the preparation of the
other information. The other information comprises of the information included in the
Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report,
Business Responsibility and Sustainability Report, Corporate Governance and Shareholder''s
Infomration, but does not include the standalone financial statements and our auditor''s 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 standaloane 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.

E Responsibility of the Management and Board of Directors for the standalone
Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, cash
flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the accounting standards specified under section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also
includes the 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 statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management and Board of Directors are
responsible for assessing the Company''s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so. The company''s Mamnagement and Board of
Directors are also responsible for overseeing the Company''s financial reporting process.

F Auditor''s responsibilities for the audit of the standalone financial statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls with reference to standalone financial
statements 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 and Board of
Directors.

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

G Report on Other Legal and Regulatory Requirements

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

2 As required by section 143(3) of the Act, 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 standalone balance sheet, the standalone statement of profit and loss, the
standalone cash flow statement and standalone statement of Changes in Equity dealt
with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts)
Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31,
2024 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31, 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. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting;

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

(i) The Company does not have any pending litigations which would impact its
financial position;

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

(iii) There has been no amount which was required to be transferred to the Investor
Education and Protection Fund by the Company during the year.

(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 entities including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(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 entities, including
foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The Board of Directors of the Company has not paid or proposed any dividend
either interim or final in the current previous year.

(vi) 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 which has a feature of recording audit trail (edit log)
facility and the same has operated for all relevant transactions recorded in the
software. Further, during the course of our audit we did not come across any
instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31, 2024.

As per our report of even date

For DSI & Co.

Chartered Accountants

ICAI FRN 127226W

SD/-

Eric Kapadia

Partner

Place : Surat Membership No. 136712

Date : 28-05-2024 UDIN: 24136712BKEZXA1163

---

Mar 31, 2017

INDEPENDENT AUDITORS'' REPORT

TO THE MEMBERS OF

SHANTAI INDUSTRIES LIMITED (FORMERLY KNOWN AS WHEEL AND AXLE TEXTILES LTD.).

Report on the Financial Statements

We have audited the accompanying financial statements of SHANTAI INDUSTRIES LIMITED (FORMERLY KNOWN AS WHEEL AND AXLE TEXTILES LTD.) ("the company"), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditor''s Responsibility

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, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we considers internal financial control relevant to the Company''s preparation of the financial statements that give true and fair view 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 Company''s Directors, 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 on the financial statements.

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, 2017;

b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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 the paragraph 3 and 4 of the order to the extent applicable.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books (and proper returns adequate for the purposes of our audit have been received from the branches which is also audited by us)

c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.[and the returns received from the branches which are prepared by us]

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

e) On the basis of written representations received from the directors as on 31 March, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017, 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"; and

g) With respect to the other matters included in the Auditor''s Report and to our best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note XX to the financial statements; [or the Company does not have any pending litigations which would impact its financial position]

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note XX to the financial statements; [or the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses]

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred]

iv Company had provided requisites disclosure in financial statement as to holding as well as dealing in specified Bank Notes during the period from 8th November 2016 to 30th December 2016. These are in accordance with the books of accounts maintained by the company.

The Annexure referred to in our report to the members of WHEEL AND AXLE TEXTILES LIMITED( Formerly known as Wheel And Axle Textiles Ltd.) for the year ended 31st March, 2017.

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

2. (a) As explained to us, inventories have 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 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. 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, firms or other parties listed in the register maintained under Section 189 of the Companies Act. Thus sub clauses (a) & (b) are not applicable to the company.

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. In our opinion and according to the information and explanations given to us company hasn''t accepted any deposits, from the directives issued by the Reserve Bank of India and as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act

6. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

7. (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, 2016 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.

(c) In our opinion company has transferred the 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 within time.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. 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.

10. 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.

11. In our opinion Terms Loans were applied for the purpose for which loans were obtained

12. 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.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SHANTAI INDUSTRIES LIMITED (FORMERLY KNOWN AS WHEEL AND AXLE TEXTILES LTD.). ("The Company") as of 31 March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for MOHIT SHAH AND ASSOCIATES

Chartered Accountants

Sd/-

MOHIT MAHESHBHAI SHAH

Place : SURAT 2/4599, NR. RANCHHODJI TEMPLE,

Date : 05/05/2017 SAGRAMPURA, SURAT-395002 GUJARAT

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Mar 31, 2014

1. We have audited the attached Balance sheet of Wheel & Axle Textiles Limited as at 31st March, 2014 and also the Profit and Loss Account and the 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.

2. 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.

3. As required by the Companies (Auditors'' Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government 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 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, I report that none of the directors is disqualified as on 31st March, 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) In our opinion and to the best of our information, and according to the explanations given to us, the said accounts read along with Significant Accounting Policies and notes thereon, 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, 2014; ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2014

i. The Company has no fixed assets, hence paragraphs (i)(a), (b) and (c) of the Order are not applicable.

ii. The paragraphs (ii)(a), (b) and (c) of the Order are not applicable

iii. (a) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii)(b), (c), (d), (e), (f), (g) of the Order are not applicable.

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 nature of its business for the purchase of inventory and with regard to the sale of goods. During the course of our audit, I have not observed any continuing failure to correct major weaknesses in internal control.

v. (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in to the register maintained under Section 301 of the Companies Act, 1956, paragraph (v)(b) of the Order is not applicable.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

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

ix. (a) According to information and explanations given to us, the Company is generally been regular in depositing undisputed statutory dues as applicable with the appropriate authorities during the year.

(b) According to information and explanation given to us, there are no statutory dues as applicable which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses as at 31st March, 2014. The Company has incurred cash losses during the current and the immediately preceding financial year.

xi. The Company has not taken any loans from financial institutions or banks or debenture holders and hence the question of default in repayment of dues and the period and amount does not arise.

xii. In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

xiii. The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv. In our opinion and according to information and explanation given to us, the Company is not a dealer or a trader in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. The Company has not taken any term loan during the current year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on 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 parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

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

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

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Bipinchandra J. Modi & Co.

FRN : 101521W

Chartered Accountants

(CA. Bipin J. Modi)

Partner Surat, dated: May 26, 2014 Membership No. 031687

---

Mar 31, 2013

1. We have audited the attached Balance sheet of Wheel & Axle Textiles Limited as at 31st March, 2013 and also the Profit and Loss Account and the 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.

2. 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.

3. As required by the Companies (Auditors'' Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government 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 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, I report that none of the directors is disqualified as on 31st March, 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) In our opinion and to the best of our information, and according to the explanations given to us, the said accounts read along with Significant Accounting Policies and notes thereon, 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, 2013; ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2013

i. The Company has no fixed assets, hence paragraphs (i)(a), (b) and (c) of the Order are not applicable.

ii. The paragraphs (ii)(a), (b) and (c) of the Order are not applicable

iii. (a) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii)(b), (c), (d), (e), (f), (g) of the Order are not applicable.

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 nature of its business for the purchase of inventory and with regard to the sale of goods. During the course of our audit, I have not observed any continuing failure to correct major weaknesses in internal control.

v. (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in to the register maintained under Section 301 of the Companies Act, 1956, paragraph (v)(b) of the Order is not applicable.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

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

ix. (a) According to information and explanations given to us, the Company is generally been regular in depositing undisputed statutory dues as applicable with the appropriate authorities during the year.

(b) According to information and explanation given to us, there are no statutory dues as applicable which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses as at 31st March, 2013. The Company has incurred cash losses during the current and the immediately preceeding financial year.

xi. The Company has not taken any loans from financial institutions or banks or debenture holders and hence the question of default in repayment of dues and the period and amount does not arise.

xii. In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

xiii. The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv. In our opinion and according to information and explanation given to us, the Company is not a dealer or a trader in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. The Company has not taken any term loan during the current year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on 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 parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

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

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

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Bipinchandra J. Modi & Co.

FRN : 101521W

Chartered Accountants

(CA. Bipin J. Modi)

Partner

Surat, dated: May 24, 2013 Membership No. 031687

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Mar 31, 2012

1. We have audited the attached Balance sheet of Wheel & Axle Textiles Limited as at 31st March, 2012 and also the Profit and Loss Account and the 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.

2. 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.

3. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government 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 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, I report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information, and according to the explanations given to us, the said accounts read along with Significant Accounting Policies and notes thereon, 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;

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

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

Annexure referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2012

i. The Company has no fixed assets, hence paragraphs (i)(a), (b) and (c) of the Order are not applicable.

ii. The paragraphs (ii)(a), (b) and (c) of the Order are not applicable

iii. (a) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii)(b), (c), (d), (e), (f), (g) of the Order are not applicable.

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 nature of its business for the purchase of inventory and with regard to the sale of goods. During the course of our audit, I have not observed any continuing failure to correct major weaknesses in internal control.

v. (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in to the register maintained under Section 301 of the Companies Act, 1956, paragraph (v)(b) of the Order is not applicable.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

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

ix. (a) According to information and explanations given to us, the Company is generally been regular in depositing undisputed statutory dues as applicable with the appropriate authorities during the year.

(b) According to information and explanation given to us, there are no statutory dues as applicable which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses as at 31st March, 2012 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not taken any loans from financial institutions or banks or debenture holders and hence the question of default in repayment of dues and the period and amount does not arise.

xii. In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

xiii. The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

xiv. In our opinion and according to information and explanation given to us, the Company is not a dealer or a trader in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. The Company has not taken any term loan during the current year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on 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 parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

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

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

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Bipinchandra J. Modi & Co. FRN : 101521W Chartered Accountants

(CA. Bipin J. Modi) Partner Membership No. 031687

Surat, dated: July 19, 2012