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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Allied Digital Services Ltd.

Mar 31, 2025

1. We have audited the accompanying Standalone
Financial Statements of Allied Digital Services
Limited (hereinafter referred as "the Companyâ),
which comprise the Standalone Balance sheet as
at March 31, 2025, the Standalone Statement of
Profit and Loss (including Other Comprehensive
Income), Standalone Statement of Changes in
Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the
Standalone Financial Statements, including a
summary of material accounting policies and
other explanatory information (hereinafter
referred to as " Standalone Financial Statementâ).

2. In our opinion and to the best of our information
and according to the explanations given to us,
except for the possible effects of the matter
described in the Basis for Qualified Opinion
section of our report, the aforesaid Standalone
Financial Statements give the information
required by the Companies Act, 2013, as
amended ("Actâ) 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 ASâ) and other accounting
principles generally accepted in India, of the
state of affairs of the Company as at March 31,
2025, its profit including other comprehensive
income, changes in equity and its cash flows for
the year ended on that date.

BASIS FOR QUALIFIED OPINION

3. We draw attention to:

a. Note no. 42 to the Standalone Financial
Statements, which explains the non -
compliance with the requirements of the
Ind - AS 8, "Accounting Policies, Changes

in Accounting Estimates and Errorsâ, for the
matters described therein.

b. Note No. 10(a) to the Standalone Financial
Statements, which explains that the
Company is in process of reconciling a
difference of approximately A 610 lakhs
between Input Tax Credit (ITC) under Goods
and Services Tax (GST) and the records
available on GST portal. In the absence of
a reconciliation statement and supporting
documentation, we were unable to verify
the correctness and recoverability of the ITC
recognised.

c. Note No. 8(d) to the Standalone Financial
Statements, which explains that the
Company has given interest free loans
to certain companies, which is in non -
Compliance of Section 186(7) of Companies
Act, 2013. The amount outstanding as on
March 31, 2025 is A 11,625 lakhs.

We conducted our audit of the Standalone
Financial Statements in accordance with the
Standards on Auditing ("SAsâ), as specified under
section 143(10) of the Act. Our responsibilities
under those SAs are further described in the
"Auditorâs Responsibilities for the Audit of the
Standalone Financial Statementsâ section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants ofIndia ("ICAIâ)
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 thereunder, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us
is sufficient and appropriate to provide a basis
for our qualified opinion on the Standalone
Financial Statements.

KEY AUDIT MATTERS

5. 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 financial year ended March 31, 2025. 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 matter described below to be the key audit matter to be communicated in our
report.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1.	Revenue recognition	Our Audit Approach:
	The Company undertakes fixed price contracts,	Our audit procedures included:
	including those with multiple performance	â¢ Gaining an understanding of systems,
	obligations. Revenue recognition for these	processes, and internal controls relevant
	contracts requires judgment in identifying	to the evaluation of fixed price contracts,
	distinct performance obligations, determining	identification of performance obligations,
	the transaction price, and selecting an	determination and allocation of transaction
	appropriate method to measure revenue over	price, measurement of efforts incurred, and
	time. For contracts where performance obligations	estimation of total efforts to determine the appropriate revenue recognition method.
	are met over time, revenue is recognized using	â¢ For a sample of contracts, we assessed
	the percentage-of-completion method, based	compliance with applicable revenue
	on managementâs estimate of total contract	recognition standards by:
	efforts. These estimates involve significant	â¢ Evaluating identification of
	judgment and are regularly updated to reflect	performance obligations and contract
	the most current information. Such contracts	terms to determine the transaction
	may also involve recognition of onerous obligations, requiring critical management	price;
	estimates.	â¢ Assessing the appropriateness of the revenue recognition method applied;
	In the case of fixed price maintenance	â¢ Testing calculations of actual and
	contracts, revenue is recognized either on a	estimated efforts, including a
	straight-line basis, using the percentage-of-	retrospective review and evaluation of
	completion method, or based on amounts billedâwhichever best reflects the value of	any onerous obligations;
	services delivered.	â¢ Reviewing supporting documentation for contract assets/unbilled revenue as
	We identified revenue recognition as a key	of the balance sheet date.
	audit matter because it involves significant	â¢ Examined aged contract assets to
	judgment in identifying performance	identify potential delays impacting effort
	obligations, determining transaction prices, estimating total contract efforts for percentage-	estimations and milestone achievement.
	of-completion measurement, and assessing	â¢ Performed analytical procedures on
	onerous obligations.	revenue and receivables to identify any unusual trends or inconsistencies.

INFORMATION OTHER THAN THE
STANDALONE FINANCIAL STATEMENTS
AND AUDITOR''S REPORT THEREON

6. The Companyâs Board of Directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Annual Report but does not
include the Standalone Financial Statements
and our auditorâs report thereon. These Annual
Report is expected to be made available to us
after the date of our auditorâs report.

Our opinion on the Standalone Financial
Statements does not cover the other information
and we will 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 identified above when
it becomes available and, in doing so, consider
whether the other information is materially
inconsistent with the Standalone Financial
Statements, or our knowledge obtained during

the course of our audit, or otherwise appears to
be materially misstated.

When we read the Annual Report, if we conclude
that there is material misstatement therein, we
are required to communicate the matter to those
charged with governance and take appropriate
actions necessitated by the circumstance and
the applicable laws and regulation.

MANAGEMENT''S RESPONSIBILITY

FOR THE STANDALONE FINANCIAL
STATEMENTS

7. The accompanying Standalone Financial
Statements has been approved by the
Companyâs Board of Directors. The Companyâs
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
including other comprehensive income, changes
in equity and cash flows of the Company in
accordance with the accounting principles
generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under
section 133 of the Act read with the 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 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.

8. In preparing the Standalone Financial
Statements, management is responsible for
assessing the Companyâs 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 management either intends to liquidate
the Company or to cease operations, or has no
realistic alternative but to do so.

9. The Board of Directors are also responsible for
overseeing the Companyâs financial reporting
process.

AUDITOR''S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

10. 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 auditorâs 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 Standalone
Financial Statements.

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

11.1. 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.

11.2. 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) the
Act, we are also responsible for expressing
our opinion on whether the Company has
adequate internal financial controls in
place and the operating effectiveness of
such controls.

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

11.4. Conclude on the appropriateness of the
managementâs 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 Companyâs ability to continue as

a going concern. If we conclude that a
material uncertainty exists, we are required
to draw attention in our auditorâs 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
auditorâs report. However, future events
or conditions may cause the Company to
cease to continue as a going concern.

11.5. Evaluate the overall presentation, structure
and content of the Standalone Financial
Statements, including the disclosures,
and whether the Standalone Financial
Statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements
in the 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.

12. 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.

13. 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.

14. 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
for the financial year ended March 31, 2025 and
are therefore the key audit matters. We describe
these matters in our auditorâs 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.

OTHER MATTER

15. The standalone financial statements of the
Company for the year ended March 31, 2024
were audited by the predecessor auditor, who
have expressed an unmodified opinion on those
standalone financial statements vide their audit
report dated May 23, 2024.

Our opinion is not modified in respect of this
matter.

REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS

16. As required by the Companies (Auditorâs Report)
Order, 2020 ("the Orderâ), issued by the Central
Government of India in terms of sub-section (11)
of Section 143 of the Act and on the basis of such
checks of the books and records of the Company
as we considered appropriate and according to
the information and explanations given to us, we
give in the âAnnexure Aâ, a statement on the
matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

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

a. We have sought and except for the matters
described in the Basis for Qualified Opinion
Section, 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 except for the
matters described in the Basis of Qualified
Opinion above and except for the matters
stated in the paragraph 18(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

c. The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Changes in Equity
and the Statement of Cash Flow dealt with
by this Report are in agreement with the
books of account.

d. Except for the possible effects of the matters
described in the Basis for Qualified Opinion
section, in our opinion, the aforesaid
Standalone Financial Statements comply

with the Ind AS specified under Section
133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as
amended.

e. The matters described in paragraph 3 under
the Basis for Qualified Opinion section,
in our opinion, may have an effect on the
functioning of the Company.

f. 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.

g. With respect to the adequacy of the internal
financial controls with reference to these
Financial Statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure
Bâ, wherein we have expressed a modified
opinion.

h. In our opinion, the managerial remuneration
for the year ended March 31, 2025 has
been paid/provided by the Company to its
directors in excess of the limit prescribed
in provisions of Section 197 read with
Schedule V to the Act. We understand that
the excess amount paid/provided shall be
placed for approval of the Board of Directors
and shareholders in due course.

18. With respect to the other matters to be included
in the Auditorâs 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, we report as under:

a. The Company has disclosed the impact of
pending litigations as at March 31, 2025
on its financial position in its Financial
Statements - Refer Note 35 to the
Standalone Financial Statements;

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

c. There has been delays in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by

the company during the year. Refer Note 47
to the Standalone Financial Statements;

d. (a) The management has represented to

us that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium
or any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediariesâ), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend to or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiariesâ)
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries. (Refer note 41(k)).

(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(s)
or entity(ies), including foreign
entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; (Refer
note 41(k)); and

(c) Based on such audit procedures that we
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 (a) and (b) contain
any material misstatement.

e. The Board of Directors of the Company have
proposed dividend for the year which is
subject to the approval of the members at
the ensuing Annual General Meeting.

f. Based on our examination, which included
test checks, the Company has used 2
accounting software(s) for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility but

was not enabled throughout the year in respect these accounting software(s). Hence, the required
provisions of the Act regarding audit trail for these software(s) have not been complied with in all
aspects.

Further, we are unable to comment if there are any instance of audit trail feature being tampered with,
since such feature was not enabled.

Since the audit trail functionality was not enabled during the year, the question of its retention does not
arise, and accordingly, we are unable to comment thereon.

For Singhi & Co.

Chartered Accountants
Firm Registration Number: 302049E

Place: Mumbai Shweta Singhal

Date: May 30, 2025 Partner

UDIN: 25414420BMLEKL9536 Membership No: 414420

Mar 31, 2024

We have audited the standalone financial statements of Allied Digital Services Limited (âthe Companyâ), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).

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 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at

March 31, 2024, the profit and 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 standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). 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 (ICAI) together with the independence requirements that are relevant to our audit of the standalone 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 audit opinion on the standalone 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 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matters	Auditor''s Response
1.	Revenue recognition	Principal Audit Procedures
	Fixed price contracts:	Our audit procedures included:
	The Company engages in Fixed price contracts, including contracts with multiple performance obligations. Revenue recognition in such contracts involves judgments relating to identification of distinct performance obligations, determination of transaction price for such performance obligations and the appropriateness of the basis used to measure revenue recognised over a period.	â¢ Obtained an understanding of the systems, processes and controls for evaluation of fixed price contracts to identify distinct performance obligations and recognition of revenue. Evaluated the design and operating effectiveness of internal controls including IT controls relating to recording of the contract value, determining the transaction price, allocation of consideration to different performance obligations, measurement of efforts incurred and process around estimation of efforts required to complete the performance obligations and the most appropriate method to recognise revenue

Sr.

No.

Key Audit Matters

Auditor''s Response

In case of Fixed price contracts where performance obligations are satisfied over a period of time, revenue is recognised using the percentage of completion method based on management''s estimate of contract efforts. The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. These contracts may also involve recognizing onerous obligations that require critical estimates to be made by the management. In case of Fixed price maintenance contracts, revenue is recognised either on a straight line basis or using the percentage of completion method or at an amount equal to sums billed to customer, depending on the most appropriate method that depicts the value of service delivered to the customer.

â¢ On selected sample of contracts, we tested that the revenue recognised is in accordance with the revenue recognition accounting standard. We - evaluated the identification of performance obligations; -considered the terms of the contracts to determine the transaction price; - determined if the Company''s evaluation of the method used for recognition of revenue is appropriate; - tested the Company''s calculation of efforts incurred, estimation of contract efforts including estimation of onerous obligation, through a retrospective review of efforts incurred with estimated efforts; - assessed appropriateness of contract assets/unbilled revenue on balance sheet date by evaluating underlying documentation.

â¢ Tested aged contract assets to assess possible delays in achieving milestones, which may require a change in estimated efforts to complete the remaining performance obligations.

â¢ Performed analytical procedures over revenue and receivables.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Management and 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 standalone financial statements and our auditor''s report thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone 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 communicate

the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. We have nothing to report in this regard.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and 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, total 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 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 standalone 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 are responsible for overseeing the Company''s financial reporting process.

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 standalone financial statements.

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

â¢ 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 controls.

â¢ 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.

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

â¢ 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 However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the order.

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

a) 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 including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

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: 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 disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its standalone financial statements - [Refer Note No 29(4)]

ii. The Company did not have any longterm contracts including derivative 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.

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 persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Company; or

â¢ provide any guarantee, security or the like to or 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 persons or entities, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall:

â¢ directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (âUltimate

Beneficiariesâ) by or on behalf of the Funding Party; or

â¢ provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (iv) (i) and (iv) (ii) contain any material mis-statement.

v. The dividend declared or paid

during the year by the Company is in compliance with Section 123 of the Act.

vi. Based on our examination which

included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all

relevant transactions recorded in the

software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For SHAH & TAPARIA

Chartered Accountants (Firm Regn No 109463W)

RAMESH JOSHI

Partner

M. No.: 33594 Place: Mumbai

UDIN: 24033594BKCFUI3925 Date: May 23, 2024

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying standalone Ind AS financial statements of ALLIED DIGITAL SERVICES LTD (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ).

Management Responsibility for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, profit or loss .financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

In conducting 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 thereunder.

We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness ofthe accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state affairs of the Company as at 31^st March, 2018, and its profit, other comprehensive income, its changes in equity and its cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion we invite attention to the following matters:

1. Balances relating to Trade Receivables and Loans and Advances are pending for confirmations from the respective parties. Adjustments if any will be made in the year in which the confirmations are received.

2. In respect of Investment in subsidiaries, the Company has not made any provisions for diminution in the value of these Investments inspite ofthere being negative networth, in view offuture business plan ofsaid subsidiary company.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe orderâ)issued by Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ a statement on the matters specified in the paragraph 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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and 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 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

(e) On the basis ofthe written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none ofthe directors is disqualified as on 31^st March, 2018 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 ofsuch controls, referto ourseparate report in âAnnexure Bâ and

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note 26 to the Ind AS financial statements;

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except forRs. 1.62 Lakhs pertaining to unclaimed dividend for FY 2008-09 and FY 2009-10.

âAnnexure Aâ to Independent Auditorâs Report

Referred to in paragraph 1 under the heading âReport on Other Legal and regulatory Requirementsâ of our Report of even date to the financial statements of the company for the year ended March 31,2018

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

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets were physically verified during the year by management. According to the information and explanations given to us, no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.

(ii) The inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable. As per the information an explanation given to us, no material discrepancies were noticed on physical verification.

(iii) The company has granted interest free unsecured loan to two parties covered in the register maintained under section 189 of the Companies Act:

a) The terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest.

b) The terms of arrangements do not stipulate any repayment schedule and these are repayable on demand. Accordingly reporting requirements of clause 3(iii) (b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to information and explanation given to us, the provisions of Sections 185 and 186 of the Act are applicable to the company.

(v) The company has not accepted any deposits from the public during the FY 2017-18. However, in respect of existing deposits the outstanding amount towards the principal and interest in respect ofsome unclaimed deposits is as under:

Principal amount due ason 31.03.2018	Interest due upto 31.03.2018	Total dues asat31.03.2018
Rs. 33.84 lacs	Rs. 5.42 lacs	Rs. 39.26 lacs

(vi) As informed to us, the maintenance of Cost Records has not been prescribed by the Central Government under subsection (1) of section 148 of the Act, in respect of any of the activities carried out by the company.

(vii) According to the information and explanations given to us, in respect of statutory dues,

(a) The Company has not generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Sales Tax and Value Added Tax, Service Tax and other material statutory dues applicable to it with the appropriate authorities.

There were undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Sales Tax and Value Added Tax, Service Tax, Cess, GST and other material statutory dues in arrears as at 31^st March 2018 for a period of more than six months from the date they became payable. Details are as under:-

Particulars	Period	Amount (Rs. In Lacs)
Provident Fund (F.Y. 2014-15 to 2017-18)	2014-15	238.3
ESIC (F.Y. 2014-15 to 2017-18)	2014-15	46.29
Profession Tax (F.Y. 2014-15 to 2017-18)	2014-15	16.29
Service Tax (F.Y. 2015-16 to 2017-18)	2015-16	97.25

(c) Details of dues of Sales Tax and Value Added Tax, Service Tax and Income Tax which have not been deposited as at March 31, 2018 on account ofdisputes are given as below:

S. No.	Name of the Statute	Nature of Dues	Amount (Rs. In lacs)*	Period to which the amount relates	Forum where dispute is pending
1	Income Tax Act, 1961	Income Tax	153.56	AY 2006-07 to 2012-13	Income Tax Appellate Tribunal
	Total		153.56

*net ofamounts paid under protest.

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company did not raise any money by way of initial public offer or further public offer including debt instruments. The term loans outstanding at the beginning of the current year and those raised during the current year have been applied for the purposes forwhich those were raised.

(x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

(xii) In our opinion and according to the information and explanations give to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company has not made preferential allotment or private placement of fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company and hence not commented upon.

âAnnexure Bâ to the Independent Auditorâs Report of even date on the Standalone Financial Statements of Allied Digital Services Limited

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

We have audited the internal financial controls over financial reporting of Allied Digital Services Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) ofthe 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 auditorâs judgement, 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 Companyâs internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs 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 ofthe assets ofthe 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 companyâs 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, to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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 ofChartered Accountants of India.

For SHAH & TAPARIA

Chartered Accountants

FRN: 109463W

Ramesh Pipalawa

Partner

Membership No.: 103840

Mumbai 28^th May, 2018

Mar 31, 2016

To the Members of

ALLIED DIGITAL SERVICES LTD

Report on the Financial Statements

We have audited the accompanying standalone financial statements of ALLIED DIGITAL SERVICES LTD (âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2016, 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 Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation 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 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.

Auditorâs 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 qualified audit opinion on the financial statements.

Basis for Qualified Opinion

We draw attention to the following:

1. In respect of Bad Debts written off amounting to Rs 229.43 Crores, these have not been debited to the Statement of Profit and Loss and have been directly adjusted against the opening balance of Surplus (Profit and Loss Account) which in our opinion is not in accordance with Accounting Standard 5 ''Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies''. Accordingly profit for the year is overstated to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the ''Basis for Qualified Opinion'' paragraph above, 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, of the state of affairs of the company as at 31^st March, 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion we invite attention to the following matters:

2. In respect of Investment in subsidiaries, the Company has not made any provisions for diminution in the value of these Investments inspire of their being negative net worth.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (''the order'')issued by Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ a statement on the matters specified in the paragraph 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2016 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 âAnnexure Bâ and

(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:

a. the Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note 24 to the financial statements;

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

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company as on 31.03.2016.

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

(ii) The inventory have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable. As per the information an explanation given to us, no material discrepancies were noticed on physical verification.

(iii) The company has granted interest free unsecured loan to two parties covered in the register maintained under section 189 of the Companies Act:

a) The terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.

(iv) In our opinion and according to information and explanation given to us, the Company has granted loan to one of the relatives of the Director to the tune of Rs 6.72 lakh without approval from its Board in violation of Section 185. The company also having defaulted in repayment of overdue public deposits and interest payable thereon during the year has made investment in shares of another company to the tune of Rs 500 lacs.

(v) During the FY 2015-16 the company has not accepted any deposits from the public. However, in respect of existing deposits accepted during the preceding years, the Company has defaulted in repayment of Principal and Interest due thereon as under:

Principal amount due as on 31.03.2016	Interest due up to 31.03.2016	Total dues as at 31.03.2016
Rs, 181.49 lacs	Rs, 31.21 lacs	Rs, 212.70 lacs

(vii) According to the information and explanations given to us, in respect of statutory dues,

There were undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Sales Tax and Value Added Tax, Service Tax, Cess and other material statutory dues in arrears as at 31st March 2016 for a period

of more than six months from the date they became payable. Details are as under:-

Particulars	Period	Amount (Rs, In Lacs)
Provident Fund	2013-14	134.81
Provident Fund	2014-15	182.03
Provident Fund	2015-16	160.52
ESIC	2014-15	14.11
ESIC	2015-16	14.09
Profession Tax	2015-16	10.35
MVAT	2014-15	88.09
MVAT	2015-16	99.43
SERVICE TAX	2015-16	183.88

(c) Details of dues of Sales Tax and Value Added Tax, Service Tax and Income Tax which have not been deposited as at March 31, 2016 on account of disputes are given as below:

S. No.	Name of the Statute	Nature of Dues	Amount (Rs, In lacs)*	Period to which the amount relates	Forum where dispute is pending
1	Income Tax Act, 1961	Income Tax	511.17	AY 2006-07, 2007-08, 2008-09, 2010-11, 201112, 2012-13	Dy. Commissioner of Income Tax / Income Tax Appellate Tribunal
2	MVAT Act, 2002	Value Added Tax, Penalty, Interest	8683.18	FY 2005-06, 2008-09, 2010-11	Sales Tax Tribunal
3	MVAT Act, 2002	Value Added Tax, Penalty, Interest	2862.30	FY 2006-07, 2007-08, 2011-12	DC (Appeals)
	Total		12,056.65

*net of amounts paid under protest.

(viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to bank.

The Company has not taken any loan from financial institution or the government and has not issued any debentures during the year.

(ix) Based upon the audit procedures performed and the information and explanations given by the management, the company did not raise any money by way of initial public offer or further public offer including debt instruments. The terms loans outstanding at the beginning of the current year and those raised during the current year have been applied for the purposes for which those were raised.

(xi) According to information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for the managerial remuneration in excess of the limits as provided under section 197 read with Schedule V of the Act. The Company has initiated the process of obtaining the waiver for said excess payment from members and subsequently from relevant authority.

PARTICULARS	Rs, in Lakhs
Maximum Remuneration payable as per Section 197 read with Schedule V	38.86
Remuneration paid/provided by the Company to its Managerial Personnel	89.73
Excess remuneration	50.86

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the company has made preferential issue of 40,18,801shares against share warrants during the year under audit. However, the same have not been allotted and the Company is under the process of making allotment of these shares.

The Company has not made preferential allotment or private placement of fully or partly convertible debentures during the year.

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

We have audited the internal financial controls over financial reporting of Allied Digital Services Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managementâs 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.

Auditorsâ 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 âGuidance Noteâ) 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

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 March 31, 2016, 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 SHAH & TAPARIA

Chartered Accountants FRN: 109463W

Ramesh Pipalawa

Partner

Membership No. : 103840

Mumbai 23^rd May, 2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of ALLIED DIGITAL SERVICES LTD ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 thereunder.

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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 standalone financial statements.

Opinion

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 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion we invite attention to:

a. Intellectual Property Rights (IPRs) which are in the process of being developed further, these being technical in nature we have relied on the estimates and assumptions made by the management in determining the amount capitalised.

b. Balances relating to Trade Receivables and Loans and Advances are pending for confirmations from the respective parties. Adjustments, if any, will be made in the year in which the confirmations are received.

c. In respect of Investments in subsidiaries, the Company has not made any provisions for diminution in the value of these Investments inspite of there being negative networth .

d. In respect of delays in deposit of statutory dues with Government, Semi-Government and Local Authorities, the Company has not made provision for interest/penalty for late payment of these dues.

e. Trade Receivables outstanding for a period of more than six months Rs 205.56 Crores is considered good for recovery by the management.

Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditor's Report) Order, 2015, issued by the Central Government in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as 'the Order'), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have 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) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(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 has disclosed the impact of pending litigations on its financial position in its financial statements (Refer note no. 26).

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 delay in transferring Unpaid Dividend amount of Rs 4.13 lacs pertaining to FY 2006-07 which is required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditor's Report

Referred to in paragraph 1 under the heading "Report on Other Legal and regulatory Requirements" of our Report of even date

1. In respect of the Company's fixed assets:

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

(b) There is no written policy for physical verification; however as per explanation given to us, fixed assets were physically verified during the year by the Management in accordance with a regular program of verification. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of the Company's inventories:

(a) As explained to us, the inventories were 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification

3. The company has granted interest free unsecured loan to two companies covered in the register maintained under section 189 of the Companies Act.

a) The terms of arrangements do not stipulate any repayment schedule and these are repayable on demand. Accordingly this para of the Order is not applicable to the Company in respect of the repayment of the principal.

b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained u/s 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal controls.

5. During the F.Y. 2014-15 the company has not accepted any deposits from the public. However in respect of existing deposits accepted during the preceding years, the Company has not made the repayment of Principal and Interest due thereon as under:

No. of Deposit Principal Amount Interest due up to Total Dues as at Holders due as at 31.03.2015 31.03.2015 31.03.2015

144 108.33 Lacs 10.66 Lacs 118.99 Lacs

The Company has paid a sum of Rs 1.13 lacs out of the above dues after the year end.

6. The Central Government has not prescribed the maintenance of cost records under sub section (l) of section 148 of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

a) The company has not generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. (Details as under):-

Particulars Period Amount

Provident Fund 13-14 1,34,33,005

Provident Fund 14-15 90,25,601

ESIC 14-15 7,78,023

c) Details of dues of Sales Tax and Value Added Tax, Service Tax and Income Tax which have not been deposited as at March 31, 2015 on account of disputes are given below.

Particulars Period to which amount Forum where Amount (In Lacs) relate dispute is pending

Sales Tax F.Y. - 2005-06 , 2006-07, Dy. Commissioner 9940.25 and 2008-09, 2010-11 of Sales Tax Tax Added Appeal

Income Tax A.Y. - 2005-06 , 2006-07, Dy. Commissioner 591.25 2007-08,2008-09 ,2009-10 of Income Tax 2011-12. 2012-13

There were no dues of Wealth Tax, Customs Duty, Excise Duty and Cess which have not been deposited as at March 31, 2015 on account of dispute.

a) The Company has not transferred unpaid dividend 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;

Period Amount

2006-07 4,12,300

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

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. Further, in our opinion and according to information and explanations given to us, the Company did not have any amount outstanding to financial institutions or debenture holders.

10. In our opinion and according to the information and explanations given to us, having regard to the fact that the guarantee has been given for loan taken by subsidiary, the terms and conditions of the guarantee given by the Company for loan taken by the subsidiary from a bank are not prima facie prejudicial to the interest of the Company.

11. In our opinion and according to the information and explanations given to us the term loans taken have been applied for the purpose for which they were obtained.

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

For SHAH & TAPARIA

Chartered Accountants

(Firm Registration No.: 109463W)

RAMESH PIPALAWA

Partner

M. No.: 103840

Place: Mumbai

Date: 29.05.2015

Mar 31, 2014

We have audited the accompanying financial statements of M/S Allied Digital Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibilty

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

b) in the case of the Profit and Loss Account, of the profit/ loss 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 the legal & regulatory requirments

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

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

a) we have obtained all the information and explanations, subject to the points mentioned in the Notes to Accounts which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement read with the Notes to Accounts thereon comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained the Fixed Assets Register as required to be maintained.

(b) We are informed that the Company does not have a written policy for physical verification of Fixed Assets. The Company, as explained to us follows a standard policy for Capitalization of Fixed Assets resulting into a uniformity and proper classification between capital and revenue expenditure. However the reconciliation between the records maintained by the Company and the Stores Register could not be carried out. As explained to us there is no material discrepancies noticed by the management during the year under review.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company, and such disposal has, in our opinion, not affected the going concern status of the Company.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) As explained to us the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining reasonable records of inventory. However due to complexities of business we have been unable to verify the same . The management has informed us that the discrepancies noticed on verification between the physical stock and book records were not material.

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 secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties and the balance outstanding as on March 31, 2014 is Rs. 147.59 Lacs. The maximum amount involved during the year was Rs. 193.34 Lacs.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-a-vis the prevailing market prices at the relevant time.

(e) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(f) In respect of the loans taken by the Company, certain delays have been reported at the time of repayment of the principal as well as interest by the Company.

(g) There is no over due amount in respect of the loans taken by the Company.

IV The Company has not appointed any outside agencies as Internal Auditors but as explained to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V During the year under review the Company has accepted Loan or Deposits from its Directors & Shareholders. Apart from the same the Company has also accepted Deposits from public during the year after obtaining the approvals from all the regulatory authorities .

VI No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

VII (a) According to the records of the Company, the Company has, due to paucity of funds, not been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanation given to us, an amount of Rs. 2,380.87 Lacs is dues from the Company on account of tax dispute with the concerned authorities.

VIII The Company does not have accumulated losses for any of the financial years.

IX As per the explanation and information given to us, there have been some delays in repayment of dues to any Financial Institution or Banks.

X The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XI In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XII In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XIII According to the information and explanation given to us, the Company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XIV According to the information and explanations given to us by the Company, term loans taken have been applied for the purpose for which they were obtained.

XV In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that fund raised on short term basis have not been used for long term investment.

XVI During the year, the Company has not made any preferential allotment of shares to the parties and the Company covered in the register maintained under section 301 of the Act.

XVII In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XVIII During the period covered by our reports, the Company has not raised any amount of money by way of the Initial Public Offer (IPO).

XIX According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K M Kapadia & Associates. FRN: 104777W

Sd/- CA.Kamlesh Kapadia Membership No. :039707

place:Mumbai date: May 30th, 2014

Mar 31, 2013

We have audited the accompanying fnancial statements of M/S Allied Digital Services Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS RESPONSIBILTY

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements to be read with the Notes to Accounts thereon 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 31st, 2013;

b) in the case of the Proft and Loss Account, of the proft/ loss for the year ended on that date; and

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

Report on the legal & regulatory requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31st, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verifed once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fxed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verifed by the management during the year at reasonable intervals.

(b) The procedure of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining reasonable records of inventory. The discrepancies noticed on verifcation between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, frms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The Company has granted unsecured loans to the companies, frms or other parties listed in the register maintained under section 301 of the Companies Act,1956. The balance amount due to be received from these parties as on March 31st, 2013 is Rs.1,090.01 Lacs (previous year: Rs. 2,105.35 Lacs). The maximum amount due from such loans during the year was Rs. 3,161.94 Lacs (previous year: Rs. 2,131.16 Lacs).

(b) The Company has taken interest free unsecured loans during the year under review from any party and the balance outstanding as on March 31st, 2013 is Rs.193.34 Lacs (previous year: Rs.106.47 Lacs). The maximum amount involved during the year was Rs.216.29 Lacs (previous year: Rs.117.06 Lacs.)

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-Ã -vis the prevailing market prices at the relevant time.

VI In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanation given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court of any other Tribunal.

VII The Company has Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in fling of the Returns and payment of some of the above liabilities.

X The Company has accumulated losses as at the end of the year of Rs.1,017.00 lacs which was incurred in the Financial year 2012-13. The Company has not incurred any cash losses in the current and immediately preceding fnancial year.

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual beneft fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantees for the loans taken by the subsidiaries companies from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. Name of the Company Nature of Guarantee Balance Outstanding as at

No. 31st March 2013

1 Digicomp Complete Solutions Ltd. Corporate Guarantee against INR 257.47 Lacs

Working Capital Loan

2 Allied Digital Inc (USA) Corporate Guarantee against USD 26.67 Lacs

Term Loan

XVI According to the information and explanations given to us by the Company, term loans taken if any have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Companies covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue.

XXI According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For K M KAPADIA & ASSOCIATES

Chartered Accountants

F. No.: 104777W

sd/-

KAMLESH KAPADIA M. No. :039707

Place: Mumbai

Date: 30th May 2013

Mar 31, 2012

We have audited the attached Balance Sheet of ALLIED DIGITAL SERVICES LIMITED ("the Company"), as at March 31st, 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.

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

As required by the Companies (Auditor's Report) Order, 2003 issued by the Department of Company Affairs, Government of India, in terms of Section 227(4A) 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 on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

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

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

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

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the Notes of Accounts 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:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained proper records showing full particulars including quantitative details and situation

of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verified once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fixed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

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 unsecured loans to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on March 31st, 2012 is Rs. 2,105.35 Lacs. The maximum amount due from such loans during the year was Rs. 2,131.16 Lacs.

(b) The Company has taken interest free unsecured loans during the year under review and the balance outstanding as on March 31st, 2012 is Rs. 106.47 lacs. The maximum amount involved during the year was Rs. 117.06 lacs.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the

prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-a-vis the prevailing market prices at the relevant time.

VI The Company has not accepted any deposits from public during the year.

VII The Company has Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate

authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in filing of the Returns and payment of some of the above liabilities.

(b) According to the information and explanation given to us, details of Income Tax which has not been deposited on account of dispute is Rs. NIL.

X The Company does not have accumulated losses as at the end of the year and the Company has not incurred any cash losses in the current and immediately preceding financial year.

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantees for the loans taken by the subsidiaries companies from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. Name of the Company Nature of Guarantee Balance Outstanding as at No. 31st March 2012

1 Digicomp Complete Solutions Ltd. Corporate Guarantee against Working INR 257.47 Lacs Capital Loan

2 Allied Digital Inc (USA) Corporate Guarantee against Term Loan US$26.67 Lacs

XVI According to the information and explanations given to us by the Company, term loans taken if any have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Companies covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue.

XXI According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K. M. KAPADIA & ASSOCIATES Chartered Accountants

F. No. 104777W

Place: Mumbai

Date: August 28th, 2012

Sd/-

(KAMLESH KAPADIA)

M. No.: 039707

Mar 31, 2010

We have audited the attached Balance Sheet of ALLIED DIGITAL SERVICES LIMITED ("the Company"), as at 31st March, 2010, 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Department of Company Affairs, Government of India, in terms of Section 227(4A) 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 on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

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

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

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

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

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

v. On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us the said accounts, read with the Notes of Accounts 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:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verified once during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The Company has not disposed off any fixed assets during the year so as to affect its going concern status.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

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 secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March, 2010 is Rs 1,606.61 lacs. The maximum amount due from such loans during the year was Rs 1,656.61 lacs.

(b) The Company has not taken interest free / interest bearing loans, secured / unsecured loans during the year under review from any party and the balance outstanding as on 31st March, 2010 is Rs Nil. The maximum amount involved during the year was Rs Nil.

(c) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(d) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable and other terms and conditions are not prima- facie prejudicial to the interest of the Company.

(e) In respect of the loans taken by the Company, the principal as well as interest is regularly paid by the Company.

(f) There is no over due amount in respect of the loans taken by the Company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, for the purchase of the inventory and fixed assets and for the sale of goods.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-ÃÂ -vis the prevailing market prices at the relevant time.

VI The Company has not accepted any deposits from public during the year.

VII The Company has in-house Internal Audit system which is commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has generally been regular in depositing with appropriate authorities the undisputed statutory dues such as Provident Fund, Employees State Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some delays have been noticed in payment of some of the above liabilities.

(b) According to the information and explanation given to us, details of Income Tax which has not been deposited on account of dispute is as follows:

Name of the Nature of Amount Amount Period of Forum where

Statute Dues (Rs) paid Dues Dispute is

(Rs) pending

Income Tax Disallo- wance of 40.00 10.00 A.Y. Lacs Lacs 2006-07 CIT (Appeals)-8 deduction u/s. 10A

Income Tax Disallo- wance of 9.17 Lacs Nil A.Y. 2007-08 CIT (Appeals)-8

deduction u/s. 10A

X The Company does not have accumulated losses as at the end of the year and the Company has not incurred any cash losses in the current and immediately preceding financial year.

XI As per the explanation and information given to us, the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceding years.

XII The Company has not granted loans and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provision of clause (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XV According to the information and explanation given to us, the Company has given guarantee for the loans taken by others from Banks and Financial Institutions. The details of the Guarantee are as follows:

Sr. No Name of the Company Nature of the Guarantee Amount of Guarantee

1. Allied Digital Inc (USA) Corporate Guarantee against Term Loan US$ 80.00 Lacs

XVI According to the information and explanations given to us by the Company, term loans taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

XVIII During the year, the Company has not made any preferential allotment of shares to the parties and the Company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our report, the Company has not raised any money by way of public issue. However during the year under review the company has raised Rs 23,142.21 Lacs by way of Qualified Institutional Placements (QIP).

XXI According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K. M. KAPADIA & ASSOCIATES

Chartered Accountants

Sd/-

Place: Mumbai (KAMLESH KAPADIA)

Date: 3rd September 2010 Membership No.: 039707

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