Nahar Spinning Mills Ltd.

The Members of

M/s Nahar Spinning Mills Limited L U D H I A N A.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS Financial Statements of NaharSpinning Mills Ltd ('the Company') which comprise the balance sheet as at 31 March 2018the statement of profit and loss (including other comprehensive income) the statement ofcash flows and the statement of changes in equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information (herein afterreferred to as "standalone Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act read with relevant rules issued thereunder. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Ind AS Financial Statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS FinancialStatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS

Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS Financial Statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS Financial Statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS Financial Statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at 31 March 2018 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear 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 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the order. .

2. As required by Section 143 (3) of the Act we report that: (a) we have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. (b) in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; (c) the balance sheet the statement of profit and loss andthe cash flow statement dealt with by this Report are in agreement with the books ofaccount; (d) in our opinion the aforesaid standalone Ind AS Financial Statements complywith the Accounting Standards specified under Section

133 of the Act read with relevant rules thereunder; (e) on the basis of the writtenrepresentations received from the directors as on 31 March 2018 taken on record by theBoard of Directors none of the directors is disqualified as on 31 March 2018 from beingappointed as a director in terms of Section 164(2) of the Act; (f) with respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls refer to our separate report in"Annexure B"; and (g) with respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to the explanationsgiven to us: i. the Company has disclosed the impact of pending litigations on itsfinancial position in its Ind AS Financial Statements; ii. the Company has made provisionas required under the applicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivative contracts; iii. There has beenno delay in transferring amounts required to be transferred to the Investor Educationand Protection Fund by the Company.

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone Ind AS Financial Statements for the year ended 31 March 2018 we reportthat:

I) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets (b) The Company has a regular programmeof physical verification of its fixed assets by which fixed assets are verified in aphased manner over a period of three years. In accordance with this programme certainfixed assets were verified during the year and no material discrepancies were noticed onsuch verification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. (c) According tothe information and explanations given to us and on the basis of our examination of therecords of the Company the title deeds of immovable properties are held in the name ofthe Company except the one property the details of which are as under:

ii) The physical verification of inventory has been conducted at reasonable intervalsby the management and no material discrepancies were noticed on the physical verification.

(iii) The Company has not granted any loans to any bodies corporate covered in theregister maintained under section 189 of the Companies Act 2013 ('the Act'). (iv) In ouropinion and according to the information and explanations given to us the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to the loansand investments made. (v) According to information and explanation given to us TheCompany has not accepted any deposits from the public during the year covered under theprovisions of section 73 or 76 or any other relevant provisions of the Companies Act2013. (vi) We have broadly reviewed the cost records maintained by the company pursuant tothe sub section (1) of section 148 of the Companies Act specified by the CentralGovernment and are of the opinion that prima facie the prescribed records have beenmaintained. We have however not made a detailed examination of cost records with a viewto determine whether they are accurate or complete. vii) (a) According to the informationand explanations given to us and on the basis of our examination of the records of theCompany amounts deducted/ accrued in the books of account in respect of undisputedstatutory dues including provident fund income-tax sales tax value added tax duty ofcustoms service tax cess and other material statutory dues have been regularly depositedduring the year by the Company with the appropriate authorities. As explained to us theCompany did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax value added tax duty ofcustoms service tax cess and other material statutory dues were in arrears as at 31stMarch 2017 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 are no materialdues of duty of customs which have not been deposited with the appropriate authorities onaccount of any dispute.

However according to information and explanations given to us the following dues ofincome tax sales tax duty of excise service tax and value added tax have not beendeposited by the Company on account of disputes:

viii) The Company has not defaulted in repayment of any loans or borrowings from anyfinancial institution banks government or debenture holders during the year. (ix) TheCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year.

Accordingly paragraph 3 (ix) of the Order is not applicable. (x) According to theinformation and explanations given to us no fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit. (xi)According to the information and explanations give to us and based on our examination ofthe records of the Company the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act. (xii) In our opinion and according to the information andexplanations given to us the Company is not a nidhi company. Accordingly paragraph3(xii) of the Order is not applicable. (xiii) According to the information andexplanations given to us and based on our examination of the records of the Companytransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in the Ind ASFinancial Statements as required by the applicable accounting standards. (xiv) Accordingto the information and explanations given to us and based on our examination of therecords of the Company the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. (xv)According to the information and explanations given to us and based on our examination ofthe records of the Company the Company has not entered into non-cash transactions withdirectors or persons connected with him. Accordingly paragraph 3(xv) of the Order is notapplicable. (xvi) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of NaharSpinning Mills Ltd ("the Company") as of 31 March 2018 in conjunction with ouraudit of the standalone Ind AS Financial Statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Ind AS Financial Statements whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial ReportingA company's internalfinancial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of Ind ASFinancial Statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Ind AS FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at

31 March 2018 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.