Auditor Report of Omax Autos Ltd.

Mar 31, 2025

To the Members of Omax Autos Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying Financial Statements of Omax Autos Limited (“the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity, and the Statement of Cash Flows for the year then ended and notes to the Financial Statements including a material accounting policies and other explanatory information. (hereinafter referred to as “The Financial Statements").

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

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI") together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and Rules 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 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 Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Audit Response

Inventory The Company has large quantities of inventory at different plants. The entity is in a customer specific industry and it may have slow moving/ damaged inventory due to model discontinuation or excess production accumulated at different locations. Different products have various variants due to which there is a possibility of gap in actual and recorded consumption of raw materials resulting in shortage/excess of quantities of raw material inventory. For these reasons, inventory has been considered as key audit matter.

Our audit procedure included, among others: • We obtained copies of physical verification reports of inventory conducted by the Management. • We participated in physical verification of inventory and for selected sample of inventory items compared the physical quantities to the quantities recorded in the inventory sheets. • Made enquiries regarding obsolete inventory items and inspected the condition of items counted and whether proper provision has been recorded wherever necessary. • Our audit procedures included testing of the inventory provisions made by the Company and also the basis of management assumptions with the understanding and challenging the key assumptions. • Evaluated the future usage of inventory in case of discontinued models based on past experience of movement of material and products used in other plants;

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in Annual Report, but does not include the Financial Statements and our auditor''s report thereon.

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

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity, and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Financial Statements in place and the operating effectiveness of such controls.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2020 (“the Order") issued by the Central

Government of India in terms of section 143(11) of the Act, we give in “Annexure 1", a statement on

the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; except for the matters stated in the paragraph (h)(vi) below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014

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

d. In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under section 133 of the Act;

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

f. The modifications related to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143 (3)(b) of the Act and Paragraph (h)(vi) below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in ''''Annexure 2".

h. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / payable by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i. 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 42(a) on Contingent Liabilities to the Financial Statements;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

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

(b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

(v) The interim dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

(vi) Based on our examination which included test checks, the Company has used accounting softwares 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 respective softwares.

(i) The feature of recording audit trail was not enabled at the database level to log any direct data changes for the accounting software used for maintaining books of account.

(ii) In the absence of independent auditor''s report in relation to controls at service organisation for accounting software used for maintaining the books of account relating to payroll process, which was operated throughout the year by a third-party software service provider, we are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.

Further, for the period audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For BGJC & Associates LLP

Chartered Accountants

Firm''s Registration No. 003304N/N500056

Manish Kumar

Partner

Membership No. 423629

UDIN: 25423629BMOQMS8207

Date: May 02, 2025

Place: Gurugram

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Mar 31, 2024

We have audiicd :hc aocompsnvinsj financial staLcnienis of OfP&s Aures I .fumed ("[he Company"), which comprise Ihe balance Sheet as at M arc li i 1.2024. the SLUcmcnt of Profit anil Loss (mcl udinc cnher eo mprdjeiistvc itielhjic J, the Siate mcn1 ?ifchungtsi i" Equity. mid the SlLiLcrncnt pTCnsSl Flows 1i''r the year then ended hod mutes lu l lie liiunciul slutemenls including a. material stccouiLlinji poliei-c^. and other flivpianatoi''y itifcnnatiOLL (hereinafter referred to asllae Ttnandal statements³"!.

Jti our ujiiititm Lind to the host of Out iittbrrtiilitm and according lo tile esp-hinations given to as. the aforesaid fhliJiLcuil statements L^ivoThe informal Ion re^niiwd Ivy ihe Companiei Act, 2fl l.l (“The A^r~) in iheoumnw an required and iilvo a mas and fair Vjcw in lUJifooniLy v. iUi tin: Indian Au^ui.mljnu. Siaiidcuds prcsqjiibAd under Suction LiJ. of Lhe Am read v. Hh i3te dimpiniea fJiidtur. Accounting SUndurds} RiuIhi, S015,-at eirwoded (''"In-J AS"i and oilier aucouiiLiiti; principles gcneridJy accepted in umia, of the state of affairs of the Company as at ViarcJi 3i, ;lk>4. -$ ivotli. tonrii eon^Eftoendwe income-chatgps in equity and its .cash flows lor the year ended oh dial date.

for Opinina

WacondiKted isui audit n accordance w-irh Standards <¦ r. Ainlitinfi?(J5As) specified Under se&icfl 1431 ifiioftho \ci. flui rcsponsi hi lilies Linder tlioec Standards arc tun her described in the '' Auditor''s R.csj?:?nsi hil i I ic-s for Ihe Audit of cfic financial fitiLicnic-iirt^’ sctLton of our report Wc-src mdepi''iuknl irfitc Company id LWLtoidanve vmlh Ihe Code ot''UrhiL< issued by live Institute of Chartered Accountants of India CTCAf''J together with theeilHca] requirenKtiis that ore relevant it? ourwuHr t>f she lliianctal statements under Ihe previsions of the Act and Rules thereunder and wc lute fulfilled ntr other ethical ncsiKinsthiLLlies in -lcctsiduncc with these requi remcnls onti I he (CAI''s Code of Idiiics We bflievil llut ihe audit evidence vvv have obtained is Juflficifidt and ap|WOpridte 1u pnnrtdt a basis fur Our andtl Opinion oil Ike finanCi-.il sLulenKills

Key Amtii Mitten

Koyaudn millers arc tlnwc matters ihai, Lit oar |irnfcsflimi«|1 judgment, were nfinosi (igniftcanee in nurnudil of the linancial sLaLcracins of the current period. Tl>cse matters A-erc addressed n tbc context of our audit ul''lhc financial Elalenicnti as a whole, and in forming ottr opinion thereon- and wc do noi provide Jisoprirntc opinion ihe : ^ji .ii i v. s ilcseri IkjlI befow to he the key ttudit ni^ucfs m he eLhiinLuutieoLA! in L>ur report-

kty Audit ^Mifcr

MrriJt ke^pthnsc

liifjM/iWn of frmSi: WCriwbies The naiiire (ft Cornpam^j operalii’nis tequnes periodic revision in rates charged from customers us^ell as ''/aiLL''us claims in the nnirjiai lnurse of bLismess. Sueh price Tn''i^ions and claims- aie affected hotli prus^KAlivvJy umJ relrospectivel y. Such claims are also, recorded on provisional basis, subject m confirmation hy cust-MiKF.s. Considering ovctuII low (ipera;mg moiiitnH in 1 he irtdustry. such

Ptititipiti A it(fit PtwWj^.s ff:ir ?udn procedure included, among olhcni: ¦ Wc assessed die vnJLdity inf male rial oulsnuultny Jeceiiahles hy ohtan;iii^ Ihinl-party ennllrmiLtKfns ¦vt recoiiCiliatinnB of nmLi;in.ts lo assure the ourap Id* ness Lind reauxliri y of nil dsims :; ¦ u J ii ith 1 he customer''s,

Key AuHil Matter	\«dtl ttispnitM:
revision* and dating have a signilkunt impact on comiKinj''-. profitability. Drw in these reason*, valuation of trade receivables has been ci-nsiricrcd a key audit rmllcr.	* Wo also considered ptiymenrs leceived sute«jiwrn to year-end, iui>t jwyniuji imory and unwill pntems to denufy potentially Bflacknowledged- uncomlrmcLt balances ¦ Wt asaessod ihe npiprYYpnincnes!; of Ihc ulluwnoC£ rf duuhlful receivable^ witgidertriji vafi^w juJu procedure* acreet :ha plant* inci tiding: - CorLKidcotion and concurrence: ofihc ajirceil pajmcjn terms'' - VcriflCiHj&tt oi recciplt trum i rude resrei vjhles sufoscquml tL> year end. ¦ Where chore were indienrofS rNannido receivable- wre unlikely m iw edllected, wc assess-cd lliv adequacy of die allow once Kor mipciiTmeni ol uuic receivables, Wb assessed the apemp of 1t;iJc nvciviihii-g. Llispi.h-x ¦¦¦.; 111 L:ns\-.:ni-i ....... ¦if uM ", aimliiI IikIuu ur" rhe distorter*
favenl&ry The Company fifes, lai^w LiLsmlilies flf inventory aJ di Keren I pJurls. 1 Tie cut dy i nit ctJ*iirryK,T ill c industry and it nitty lui v^.- ffkrw ipo*i|^ dain^pd inventory due re model disconlinuatiou or excess production accumulated at dill''ercnr locations. DHft-icnl pmtibels have venous vjri.inn due m which Llii.-n: is a possitHliry of cap m bcIubI and recvntcct cotihumplion n fraw materiaIs resultiiyg i n ylLHJrij^Lv''uytL-ol l|iufi1 itim nf raw m uteri 41 iii’i-ctiU''i v. For teesc icusoiih, iuveithuy has been eoELiidcnsi on key audit iii;l- tor.	Our audit procedure''included imon goiters ‘ We obtained copies of physical verification reports tif inventory conducted hy rhe Management. * We panicipsrted physical verification of inventory and for selected -ample of inventory items compared the physical quantities on he -luiiiiliiics recorded in the idveutnry sheets. ¦ Marie riuininc1; regarding rbsobrle inventory items and inspected (he Condition pfitem* f''TLinl''jil :md propur pm-iMim 1..,-, hjui: m.icEi: wherever necessary. ¦ thrr uudrt procedures included lusting a 1 Uh: msontory p»vLsions made by die Company tmd also Ihc basis i>r utaiiii-gaiioru assumptions with die understanding and challenging the key assuiirpLMns. '' hValuajte 1 lie future usage of inventory in case of discontinued model* hosed on pjsr experience o- movSimetU of maierial and preducl^ used in mher pLiTifs.

informal ten Oder than the Flharicjai SiaTemcnix and Aidltor¹! llcpmrt Thereon

TlttCwnpan/s Board of Directors irresponsible Tor the other Nitdimmion. The other in format ion comprises the information included in Annual R^nn.hoi d^s not include Hie financial statements and our auditor’s report thereon,

Our opinion on the financial statements does not cover tiie other infonnatioti and wo do nol e*press any term of assurance conclusion thereon

In LoniioLiiaii wiili our audit of die SttiBHiai siuLunentsL tHu £ c>|.?Y>n> ;h_ii l>" i:> 10 rad Lite other filionnini and. i.L doing so. consider whether ihe oitior inlomsjirion is mtertaHy meunsistnii with die i inane ial smematts orwar knowledge! ohm mod ill:In; nuiiT ya trtlldrwire :.i’i|v.‘n=r>. |a be materiel^ misslatsli

II''. taiscd cm ihe wort; we have performed. w^ewdtute (hur there is a nitfkrial mrwfatenient uf this other mfimnsioii, w arc required ro report ;hal feet, ftc have notfrinj to report in 1his regard.

lli-s|huniliilj4u-\ 111 si nil Tho$e''Cbllt^fged nilh r III'' S( si n-lulm iti- Financial StstimeMf

I Ik t CHDpflny''5 Board c^r'' J >i tlx:cl''M''^ and MwagqnwnK are responsible I lit tfre matters staled m sccnnii I .MrSj otThe Ad w ith rcuiKYl Lo Iho preparation of" lHjl-so financial stalemeitfB th:M give a line iind liar view ot the Imiinciul posiliml, financial periontiutin: including oUier comprclieri.sivLi income, changes in equity, andcasli flows of ihs Company iitdcconlnnce wilh the Hid AS snd other accounting principle; generality accepted in Tiufia. This resptmsibilhy also include mamfenance of adequate at''ccuiniing ivcords in accordance tv ith Ihcpmv isions of the Act tor safeguarding of (he asseis. of the Company aru1 for prevL-iiini: ;m,l .k-icchng fTqi.N.L'', .ind ¹Tdi5₁ releviml lo Uk pieparuliofl and provenlulion Lif the fi mineral idaLement^ that give a true inn! luir uiew .11 id are free from nwu-nd misstaknienl, wiiccSai due lofi u>d or error.

In preparing ihe financiit fc tale merits. the Majiagemejii and the CmiJ of Directors atc responsible Lor liio

Company’s ability to continue as n soiny concern, disclosing, as applicable, mntterc misled 10 joinc concerns j>d using the gLh ng ocoMm h:ki\ ripaccoL^iting unless djaragcmeiit ciihor rnterdb; 10 liquidate tlar Company ot in tease npcruliLin¹, or tas no rc;i I istic ilI terr.:|1 iv£ ouL Id do so.

The Hoard of I lin.''i.ioi''i jit:- ik'' rc^ponsihlr for overseeing the Company’? financial reponing process

\ 11 itil''i r’:-, 11L'' > r 1 ¦ 1 v I- ¦ Ii1 ii"i I''uMli-i! .Aitcii ihl ilii'' i iniJii.biLt SluLL''nn''nLs

thu obieclivcs aic to obtain rtiHoaablc asBiiraricc aboul flrhrthcr 1hc tiraneini ntHflilKnte as a ivholo arc free from material niisstii1eme^ri1, vliellicr due 1o-Imod orerK^r. nutlw ii-t^ nn auditor''s report Mini includes our t>pimon Rottnibk nssudinK is . Iiigl level of MSUfBtKe !ui is mu a guarantee ltut an imdir onnttucpH m apSrdqnce Vriiti SAP will akvays detect a material m^stalemciiL when it e^isLs. Misstatempnls (?a^l unsc fi-:)iii liatd l>i emir and arc conKsdLTed tnalctut iil intliviCially or in lilt ajjyitgjte. ihc}¹ ctadd ifHstxNinly bt (Htpettcd 1o iiilluonce the Lfuntniiif tlotisions of u^t-- Liken tmi the basis of this financial sialcment,

A>< pun of iiii uij-lI11 in uccoridflifetf a in SAs, wc exercise professional tidymeir rind iiaitiLiia proftostdiiuil sktptiicism throunhobt Ihe aNilir. U''eal^o:

* Identity and assess the risks tjfraiienal inisstatcmcnL nf the financial staicmcnts, whether due lo Ifccd or^- am.n‘. i3otign imd perform ai^Lt pnK«ttrres respoo4y( tn those nyk.s, nml nhtinn audit evultMt th;n rs FaffioLw mid

¦ ¦ EP^r | ^:''T¹ ll1 Lu- pivv kIj a I ¦ jiSik 11 n nnur iijin.i mi r ¦; i: 11 :.k u I nu-l ik CiiLtir U. :i n t. ., 101 ¦I i .1 ¦¦ id uL^lECt 1 1 it-.ilI I mLl. I I tjiulL

is higher Ilian for one resulLiitg from error, us JLa.u! may involve Lollusioi], forgery. DDerUiiiiuil oitiisstojis. mtorepresettaOorB, -nr ilwovemdeol''micrnnl control.

* I: v;i I unk I he iippriipriiil^nf^a 0f|fce0Ur it iug p^il It ie> iim^J !lil-lI t:ie feiihumib3eft£SS dI" tiL''.Cu''iMdKg oil i liiii lex Lind rcmLcd diaitisures i 11 lvJ i.'' by ffitngH&H.

* ffloctLi''.te on ilu; approjKlatency of iiidmugemeni¹? use of thu gni ng. concern basis of accounting. nod, based on the

-nidi I evidence ubUiineiL, w hirl her ;i iti;lii?rifk| uncertainly exists related! DO events uf eund-iborE thut nifty 010

A Il’IL. !ii. IjIiI drjLllll Lhll 111C C OuipiillV '' & likl il x (LI C.^Ui I ICC ft$ 3 £[>111- LU: ICL''L I . IT W? Cflll L IlLlt lll»l ft I IlftlCfift I 111 ILC11ft ill ly

exi-jo. we are tov] aired lf> driiw uEicntinn :n nur acdiEnr’u repon to the related disclosures in Lhc financial KEnkTicius OT, ifjbch disclosures arc inadequate, ir> modify our opinion- <>11 r conclusions arc based on 1hc iiudil evidence obtained up m ihe date of ow auditor s report, However lunim events or conditions niuv cancel hr Company (o cease to continue as a going concern.

¦ I2vu I uulc t be Overall pnUdiilini^ siniclnie sad eoincnt of ilw financial stuKinen^rs, including ihe dbclosuies, :iikI ¦vlieUior Lhc financial aatemdnta jepfvsem the underlying transitions mid events in a manner that achieves lair piescnLaLioii.

Materiality is ilie msgnitydeofHBPStfltelllBifa in [he financial stalcmeinslhal. mdivLdLUiHy or in aL’^rcurUe. mates 11 prnhnble (hut lhc ceonmiie tlcessmns nl''a rcastmubly liTwwltttgjjHbleiJSCFofthc financial s4af5JTIcntS maj be influenced, \\ e consider quandralivc nHteriaJhy and qualitflths factors in (ijplanninc lhc scopeaudit wort. mid m evaluating lhc resuhsofow work: mid frit to evaluate ihe effen of any ‘.dcmifi-cd piisstalrmiaifs in lhc fmancia! statthtieWii

W''c CMfflnuiHjCatfi with those cfinrjkd wiih govemauoe regarding, lrniTig Other itiatlerS, (lie- plftnned SL"opc am! timinj; I be atuLil and sL^niUcmn audit findings, irt£I''.uiirie. jjiy significant deficiencies in iniomal comm! iliai wo identify doting our

audit.

WO also pniYLde those charged iviib govcnmiice v. uh a tiLmcmcnt dial we have complied w ith relevant ethical requirement ftgiudJng independence. mid tu comteidiieiti: wiLli divm all l^felfttkffiships «d Other matters iJul irciy tcaauaably be ihoujjtLL lo bear on our i ncJv-''pvtL-Jt-''iit-''e¹. und where jpfilLrnhle. re luted iNl ctiLiands-.

From the matters commtinicatod with those charged with governance, wc determine these mutters Thai were of most signillcance in the audil of''ttw financial statements of the cuirent period atid are therefore the ltey audit matlers. We describe these matters in our auditor''s reporl unless taw or regulation precludes public disclosure atom the matter a when, in extremely cere circumstances, we determine 1har ft matter shouLd not be communicated In our report because liie adverse consequences o-fdoinj; so would reasonably be cupeetcd so outweigh the public interest benefits of such eommunicatian.

Hep art cu Other t.cpal and Itcpuhlniy nvqutrrncnt¹!

I ll reriine^l by the rLsmpmiiej, (Auditor'' x Bcponl OnlL''i'', 2fl2fl f^,Lilie Oivlej’") issued by tlioCcnEral (lovemucnr tif lihlia in terms of action 1''5-H 11) oftlie Aei, wc give iu ^,lAni>eM.ure t" ftfitaieinent cn the mallets specified in pftra.jpaph.-s .1 and -t af ihcOrdvE, Lu Lite-l-ftient Lippi i cubic.

(21 A s required by section H-iUiofihc A.ci, wc ttrorttbst:

ii. W c I: n vc m m^lit and obtai nevd al I the (n rnrmftl ion anti ex pi nm I i-ens which |i> I he best of piir knowlcil^c and heLic I" were necessary (or the ptirpo-^is fif our audit;

b. Ln Out Opinion. iTTOpt; boota u( acaxtill ctqu:iL''d be liiw have been io;^ by lliO Cotf^uiy SO tur Lis il appear irenl our examin&iian of lhosc tnjoki;

t. The Ralancc Sheet, tlte Staiemenl oTPltifil and Ljish rihrludinji h Stalefnfinl ClfCTtungefi in Eqohy, mid tbe StutCsnenl of Cs$h Fluwis deftll with by this report ftrt in a^nremcnt wilh ibe bocks of Jccounl:

d In our opinion, the aforesaid financial statements comply m ini the Indian AccmintinE SumdirdE specified under Ma-ifon 133 of (he Al^li;

l\ On Lhe bu-’iS id the wri-.tL''ii TefHtseinati*&8 itfifeived (rum L ie JrrouUirS fciffln Mutch 1, Jib 4. and Tiken. nri Ttcord by Hie Ekdifd of Direocoes. none of tFlu di i ectorl. it di iquaI ified as oi i March } \. 2424, fretn being 3ppoii nod as a J i rector in temis of*aclfon l£4|2| q£ 1bc Ac-c:

f. Wnh tl''!])lvl ht l! il- jj^Illi u.il''v of Lhe internal financial tofltrols with referred to financial statementi of (he Company and the operating cffectLocncas of auch comrols, we give our acpamlc repon Ln "Anncxirrc 1"

g, Wuh respect K> the other natters lo be included In the Auditor''s Etepori i n accordance- wtih the T«folneiineiHs of section 1^71 I ft I of I he Act. as antttt&st

In L»nr opinion and fo the he*i nf ow injdnmtiwi end according io llw eKplsnalions given lo us* Hie remuneralioti paid provided for by ihe Comptfifc?lo irs rijreejnrH during lhe year is in accordance u ith llie pmvwione^jf scctfem I''>7 or'' the Ael,

h With jespeot to ihe oilier IknlterE to be included m iho Auditor''s Repon in ncixircknce w;Lh Rule 1 I of (he Companies L Audit and A ndi iuis > Kules, 2!) 14, i n our opinlpn and to i he best of our Inforniarinn and accordi ng io rhe pinionom gicen In us.

(ii The Company has distclcisod ihe puppet of pcntfmg I ideation* nn ju financial pas rEon in in financial

stHlemmts Kcier Mule 4Uia) l>:l Condngpnl Lisbi''.LtLEH to (he fin&tial stulumenLs:

(iij The- Comfiany did not haw any Imj-tenii: codtrscls deluding derivative contract Hence. rhe question

of any nurtciial foreseeable fosses does not uisc;

(Hi) Them I has been no delay -in transferring anwufilB, required :o ho muiafeiraJ^ i<> ihc tnvastoi Education

and PWAcLTion Find by lhc Company.

(is) (a) The Mcmapcmrnl has represented Ihac. 1ci (lie bco of iis knowledge and bdu.T. no funds have been advanced or loaned or invented (either from burujiv-ed fonds or share premium or uny other scrapers or kind of njvKts) by ihe Company lo or in any other person or onttly, inekidiitt? foreign enciLie? i"¦friterniodisiicO with Lhc understandino. whether rctsirdcL! ii uarilinu or (kthenvise. ihai the Inteimcdiary shall, dirccih or iudir«(ly lond w ^nvesl ir olher peraan^ or entities idcfoiliod m aay

nupiibCr whsttVOeVer byCit Oil neh iliforf I he (.''LKrnpiCinj. C''L IIihiuLl l3eni.lei..ni.-^"^,)C''rp^,n>vidL utiy L^uiiijnkL, security lit [he like on beLiall''-Dl"die L^:liininie liencfiLiai ii-..

(bf The MtHVflgcnwm has repnesenfed, ihnt, (o the best of is taiowlodgc and belief, iw funds Iwoe been received by thcCcn^stiy from any person orenuty. meludiai'' Jdreian entities i''l-''uadinii Padics''T. wilh the und£JStflfljdi[(gi whether rtieoixtcJ in wriliug or other* in;. ihJL tlit Company shill I. directly ui radirecily. lend w invest in ocher persons or end hies identi fied itt any manner lylialsoover by or on hihalf of the Funding Parly ("L ILmlisic Beneflejan.es"> or pioeide any gLiaTJitteo. seeurly oi¹ die like or. behalf of the Uhirn.Ll^ BftlWciilIKE

(e) Efosed on il r audit pTOoctluifiS :h;u li.is been considered reammubleand jpproprune in the eLraimstiOLees. nothing has conae m our nocice thaL lias caus*3 ue to believe tbunL Hie rjpiosentaiioni under sarb-claiioiih and i ii|, ()¦'' Rule I |{e)contain any nuletial mi-sIsiLiiieiu

i v) ISic imcrim dividend dctlured by the C''o=mp^iny durin|i the your is tn accordance ivith weLion 123 o-t''lhc

.Act Id the cvrerl ii applies to deck rati mi cit dividend However, I ho said dividend vij& noi pnid -tn the dirte of Hus -nud ir rv-pnri

{vil 31;l-jlI lih our otiilhiiValiim Ulfljfth i:il-|liJl=iE [£4,1 ChttkS, UKcepL linr l''ht; :risl:irtL-^i- stiOrttiiriLid ^l-.li^-, fllHj

Ciiiiipiiny Iilii. l-.l!il L±LLi Liriliri;L'' 11flu11it immkiirmru ill- I''Lii.i..-, nl iio.-cunt win eh liiiiii ;i KliLlitj ¦.¦ ''¦ i _''l111J.i11jj. huJLl trail (edit )oy) facility and the &raq b*s o periled lIhli.iv.Ilulu the yem :u: all relevant transactfdiis- recorded i n the nspectiw tofinma,

f i "l"hc fcahine nf recoiditi^ nudi1 trail tvsk not enabled si I he database level fur aecruintinji soqkire To lag any dLDMl ditla changes.

(ii) In rhe Absence of iisdcjrendem auditor^ rerotl tn relation to ccwrrols ei service we&tiisflEion for BODOui lb ny sofi u i: re used for mai nia. in in a tfte toot a ii f ii^c&uni Mini iiLn to payroll process, wjtiel i wa^ operated tliroLJ^icnjt lbs year by a ibird party -jofitvarc seivice provider, we ore mm He to contatiHl whedjtpr srflt engil tenure or the said software was enabled and operated rhtuaialKun I ho your Ini'' all ieletai.it iranuictioEis reemnled in die scMi ware.

Further, lor Lhc period ill-.l: L lr.nl (edn lott) ladiily ''van enabled ami opcraLed tor ihe respective accounting Softwares. we did nflt^Offlie actons any EiistiULce of the audit [rest feature being tampered ft i ill.

Ass proviso 10 Rule 3[ \] of tbe Companies (Account Rules. 2014 is applicable from April L 20(23. report in £ uihEei Rule I N^ot''lhe t’oiiipaiik--: I \uthr ond AuLiilom) Rdlss, 2 014 1 statutory requirements for record Kteniion is not apfilicuble for ihe liiwracial year ended MaichJI, 2i.\2A.

For BCJ.JC Aiwtiates LLP

(-bartered AccLiunlunn;

I''nm''f- jicgislriiliop S<\ iJ033(''4N''\;Hl(J05fr

Frunji Jain FsrllWJ

Membernhtp \ti. (WK.’Ofl

i niN: zjvwyocwmirpzz.w-.H

Link: May 02, ZV2-*

PluLC: (j''jiu^latli

1

Obtain an understanding of imental coatlml idevunL ttr Lbe ati-Jil in ankT tu tLosign uudil priscedures ihat uro iippropnak'' in ihe ciiCudHitancai Under ^eolitm 14.10MH uf (he Act. We are also responstble for eTprovtiug tun opinion ou whothor Lhe company I:as- adoquULe imemaL CinuaciaL lysiiulvIs with tofctence n> flitancLnl siui.oiie i:- in plnee and die npcraling cil''cctivencw^ of such conrnols.

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Mar 31, 2021

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Omax Autos Limited (“the Company”), which comprise the Balance Sheet as at March 31,2021, the Statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the Statement of Cash Flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information (herein referred to as ‘the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, its loss and total Comprehensive loss for the year ended on that date, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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

Key Audit Matter

Audit Response

Inventory The Company has large quantities of inventory at different plants. The Company produces large number of products for which variety of raw material is acquired and stored at different locations. The entity is in a customer specific industry and it may have slow moving/ damaged inventory due to model discontinuation or excess production accumulated at different locations. Different products have various variants due to which there is a possibility of gap in actual and recorded consumption of raw materials resulting in shortage/ excess of quantities of raw material inventory. For these reasons, inventory has been considered as key audit matter.

Our audit procedure included, among others: We obtained copies of physical verification reports of inventory conducted: • Selected a sample of inventory items and compared the quantities as per physical verification to the quantities recorded. • Made enquiries regarding obsolete inventory items and inspected the condition of items counted and proper provision has been made wherever necessary. • Our audit procedures included testing of the inventory provisions made by the Company and also the basis of management assumptions with the understanding and challenging the key assumptions. • Evaluate the future usage of inventory in case of discontinued models based on past experience of movement of material and products used in other plants; • We have also evaluated a selection of controls over inventory existence across the Company.

Recognition of revenues The Company manufactures different kind of products for different customers at various plants. The delivery time of products to customers varies from 1 day to 20 days depending on location of customer. As per terms of underlying contract, control is transferred upon delivery at agreed location. This requires proper cutoff procedures regarding recognition of revenue from sale of goods. Considering large number of locations and customers, cut-off testing has been considered as a significant audit matter.

Our audit procedure included, among others: • We examined all key contracts and enquired with the entity for each of these contracts to understand the specific terms and risks, which in turn allowed us to assess the recognition of revenue. • We evaluated and assessed the operating effectiveness of internal controls over the accuracy and timing of revenue recognized in the financial statements; • For the material contracts with a delivery schedule of greater than 2 days we performed the following procedures: - Understood the process of performance and transfer of control to the other party. - Assessed the actual position of transactions recorded, including inventory in transit at the end of the reporting period by verifying their delivery dates; - Assessed the Entity''s accounting policies and the adequacy of its related disclosure in the financial statements

Valuation of Trade Receivables The nature of company''s operations requires periodic revision in rates charged from customers as well as various claims in the normal course of business. Such price revisions and claims are affected both prospectively and retrospectively. Such claims are also recorded on provisional basis, subject to confirmation by customers. Considering overall low operating margins in the industry, such revisions and claims have a significant impact on company''s profitability. Due to these reasons, valuation of trade receivables has been considered a key audit matter.

Our audit procedure included, among others: • We assessed the validity of material outstanding receivables by obtaining third-party confirmations and reconciliations of amounts to assure the completeness and recording of all claims filed by the customers. • We also considered payments received subsequent to year-end, past payment history and unusual patterns to identify potentially unacknowledged/ unconfirmed balances • We assessed the appropriateness of the allowance of doubtful receivables considering various audit procedures across the plants including: - Consideration and concurrence of the agreed payment terms; - Verification of receipts from trade receivables subsequent to year end; • Where there were indicators that trade receivables were unlikely to be collected, we assessed the adequacy of the allowance for impairment of trade receivables. We assessed the ageing of trade receivables, disputes with customers and the past payment history of the customer

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report 2020-21 but does not include the financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors and Management are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give 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 Indian Accounting Standards (Ind'' AS) specified under section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

statements in place and the operating effectiveness of such controls.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government

of India in terms of section 143(11) of the Act, we give in “Annexure 1”, a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income) and the statement of changes in equity, and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements read with notes thereto comply with the Indian Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder;

e. On the basis of the written representations received from the directors as on March 31,2021, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2021 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, we give our separate report in “Annexure 2”.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 38 (a), (b) & (c) on Contingent Liabilities.

(ii) The Company did not have any material foreseeable losses on long-term contracts during the year March 31,2021.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For BGJC & Associates LLP

Chartered Accountants

ICAI Firm Registration No. 003304N/N500056

Pranav Jain

Partner

Membership No. 098308 UDIN: 21098308AAAAEF9975

Date: June 22, 2021 Place: New Delhi

---

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Omax Autos Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information, (hereinafter referred to as “Ind AS Financial Statements”).

Management’s Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, 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 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 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS 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 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 of 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 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 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 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 of affairs (financial position) of the Company as at March 31, 2018, its profit (financial performance including other comprehensive income) its cash flows and changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor A. Kumar Gupta & Co. whose report for the year ended March 31, 2017 and March 31, 2016 dated April 18, 2017 and May 06, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 of such controls, we give our separate Report in “Annexure 2”.

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 Ind AS financial statements - Refer Note 39 (a) on Contingent Liabilities to the Ind AS financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

(iii) There was one instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Omax Autos Limited on the Ind AS Financial Statements 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 all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year. According to the information and explanation given to us, no material discrepancies are noticed on such verification.

(c) The title deeds of immovable properties recorded as fixed assets/ investment properties in the books of account of the Company are held in the name of the Company.

(ii) The inventories has been physically verified by the management during the year. As informed, discrepancies noticed on physical verification carried out during the year have been properly dealt with in the books of account.

(iii) The Company has in earlier years granted unsecured loans to companies covered in the register maintained under Section 189 of the Act.

(a) According to the information and explanations given to us and based on the audit procedures conducted by us, there was no loan granted or renewed during the year to the parties covered in register maintained under section 189 of the Act.

(b) The schedule of repayment of principal and payment of interest in respect of loans given in prior years has not been stipulated and such loans are repayable on demand.

(c) There is no overdue amount of loans granted to companies listed in the register maintained under Section 189 of the Act.

(iv) According to the information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public within the provisions of section 73 to 76 of the Act and the rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess, goods & service tax and any other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty on account of any dispute, are as follows:

Nature of the Statue	Nature of dues	Amount Disputed (Rs. in Lakhs)	Amount paid under protest (Rs. in Lakhs)	Period to which dispute is pending	Forum where dispute is pending
Central Excise Act, 1944	Disallowance of CENVAT credit	360.37	57.28	2004-05 onwards	CESTAT
Central Excise Act, 1944	Disallowance of CENVAT credit	306.18	0.00	2004-05 onwards	Commissioner/Dy. Commissioner/Asst. Commissioner
VAT	Rejection of sales return	3.74	0.00	2007-08 onwards	Joint Commissioner (Appeal)
VAT	Sales tax deferment	106.22	0.00	2008-09	Joint Commissioner (Appeal)
VAT	CST& VAT	1.54	0.00	2014-15	Assessing Officer
VAT	Input tax credit	12.80	0.00	2009-10 onwards	High Court

(viii)According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks, government. There are no debenture holders.

(ix) According to information and explanations given to us, in our opinion, the term loans raised during earlier years have been applied for the purpose for which they were obtained. The Company has not raised any money by way of public issue offer.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

(xi) According to the information and explanations given to us, managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii)According to the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanation given to us the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Omax Autos Limited on the Ind AS Financial Statements for the year ended March 31, 2018]

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

We have audited the internal financial controls over financial reporting of Omax Autos Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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 judgement, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate 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 Ind AS 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 Ind AS Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For BGJC & Associates LLP

Chartered Accountants

ICAI Firm Registration No.: 00304N

Pranav Jain

Partner

Membership No.: 098308

Date: May 12, 2018

Place: Gurugram

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Mar 31, 2016

To

The Members of

OMAX AUTOS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Omax Autos Limited ("the Company"), which comprise the Balance sheet as at 31st March, 2016, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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 risks 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 controls 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, and it''s profit and it''s cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, 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) 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 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f) The Company has adequate internal financial controls system in place and the same is operating satisfactorily. Whenever any weakness is observed by management or reported by internal auditors, effective steps are taken by the management to ratify the weakness.

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 it''s financial position in it''s financial statements-Refer Note 25, 2(a) to the financial statements.

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor''s Report

The Annexure referred to in our Independent Auditor''s Report to the members of Omax Autos Limited on the financial statements for the year ended 31^st March, 2016, we report that:

1. a) The Company is maintaining proper records showing full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years, and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year and no material discrepancies were noticed on such verification. In our opinion, this frequency of physical verification is reasonable having regard to the size of the Company and nature of its fixed assets.

c) The title deeds/lease deeds of immovable properties are held in the name of the Company except as under:

The Company has constructed building at Plot No. T1 & T2 at Tata Motors Vendor Park, Chinhat Industrial Area, Deva Road, District Lucknow, Uttar Pradesh for its Lucknow Plant on the land measuring 47500 sq. meters held under tripartite agreement between the U.P. State Industrial Development Corporation Limited, M/s Omax Autos Limited and Tata Motors Limited on sub lease basis dated 18^th October 2007 for 15 years. However in case the lease is not renewed, the building of the Company shall be purchased by Tata Motors Limited at WDV as per The Income Tax Act as per Agreement executed on 24^th August 2007 between Tata Motors Ltd and Omax Autos Limited.

The gross block and net block of Building as per Companies Act 2013 as on 31.03.2016 is as under:

Gross Block as on 31.03.2016- Rs. 2,677.82 Lacs Net block as on 31.03.2016- Rs. 2,096.64 Lacs

2. According to the information and explanations given to us, the inventories has have been physically verified by the management during the year. The frequency of such verification is reasonable. The discrepancies noticed on verification between the physical inventory and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. According to information and explanations given to us, the Company has not granted any loan during the year covered in the register maintained under section 189 of the Companies Act, 2013. However, there is one unsecured loan outstanding to one Company covered in the register maintained under previous Companies Act.

a) In our opinion terms and conditions of grant of such loan are not prejudicial to the interest of the Company.

b) In our opinion and according to the information & explanations given to us, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loan is repayable on demand.

c) There are no overdue amounts for more than ninety days.

4. The Company has not granted any loans, made investments, given guarantees and provided security during the year under review. However, loan given in earlier years is covered under provision of Companies Act, 1956.

5. The Company has not accepted any deposit from the public.

6. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company.

7. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with appropriate authorities. There was no undisputed amount outstanding as at 31^st March 2016 for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, the disputed Statutory dues aggregating to Rs. 791.34 Lac. Those have not been deposited on account of matters pending before the appropriate authorities are as under:

Sr. No.	Nature of the Statute	Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount (Rs.in Lac)
1	Central Excise Act, 1944	Disallowance of Cenvat Credit	CESTAT	2004-05 onwards	424.08
2.	Central Excise Act, 1944	Disallowance of Cenvat Credit	Commissioner/ Dy. Commissioner / Asst. Commissioner (Appeal)	2004-05 onwards	250.44
3	VAT	Rejection of Sale Return	Joint Commissioner (Appeal)	2007-08 onwards	2.81
4	Under VAT	Sale Tax Deferment	Joint Commissioner (Appeal)	2008-09	93.13
5	Under VAT	CST	Joint Commissioner / Commissioner/ Dy. Commissioner (Appeal)	2010-11 onwards	13.09
6	Under VAT	Input Tax Credit (Sales Tax)	Tribunal	2009-10 onwards	7.79

8. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions, banks, Government or dues to debenture holders during the year.

9. The Company has not raised money by way of initial public offer or further public offer (including debt instrument) during the year. Based on our audit procedures and according to the information & explanation given to us, the term loans were applied for the purpose of which the loans were obtained.

10. According to the information and explanations given to us, no fraud by the Company or on the Company by its offices or employees has been noticed or reported.

11. The Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by provision of section 197 read with Schedule V of the Companies Act 2013.

12. In our opinion, the Company is not a Nidhi Company; therefore this clause is not applicable to the Company.

13. In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act 2013 where applicable and details have been disclosed in the financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. According to the information and explanation given to us the Company has not entered into any non-cash transactions with the Directors or persons connected with him.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For A. KUMAR GUPTA & CO.

Chartered Accountants

Firm Reg. No. 000182N

Place: Gurgaon A.K. Gupta

Date: 6^th May, 2016 Partner

M. No. 012765

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Omax Autos Limited ("the company"), which comprise the Balance sheet as at 31st March, 2015, the statement of Profit and Loss and the Cash Flow Statement for the year them ended, and a summary of the significant accounting policies and other explanatory information.

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 judgements and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 misstatements.

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 risks 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 controls 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 it's profit and it's cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sun-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, 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) In our opinion, the aforesaid standalone 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 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.

f) 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 it's financial position in it's financial statements-Refer Note 25. 2(a) to the financial statements.

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditor's Report to the members of Omax Autos Limited on the standalone financial statements for the year ended 31st March, 2015, we report that:

1. a) The Company is maintaining proper records showing full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year and no material discrepancies were noticed on such verification. In our opinion, this frequency of physical verification is reasonable having regard to the size of the Company and nature of its fixed assets.

2. a) According to the information and explanations given to us, the inventory has have been physically verified by the management during the year. The frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. a) According to information and explanations given to us, the Company has granted unsecured loans to two Companies covered in the register maintained under section 189 of the Companies Act, 2013.

b) In our opinion and according to the information & explanations given to us, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loan is repayable on demand.

c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the Companies listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposit from the public.

6. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company.

7. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with appropriate authorities. There was no undisputed amount outstanding as at 31st March, 2015 for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, the disputed Statutory dues aggregating to Rs. 628.64 Lac. Those have not been deposited on account of matters pending before the appropriate authorities are as under:

Sr. Nature of the Statute Nature of Dues Forum where Dispute No. is pending

1 Central Excise Act, Disallowance of CESTAT 1944 Cenvat Credit 2 . Central Excise Act, Disallowance of Commissioner/ 1944 Cenvat Credit Dy. Commissioner / Asst. Commissioner (Appeal)

3 VAT Rejection of Sale Joint Commissioner(Appeal) Return

4 Under VAT Sale Tax DefermentJoint Commissioner(Appeal)

5 CST Joint Commissioner / Commissioner/ Dy. Commissioner (Appeal)

6 Under VAT Input Tax Credit (Sales Tax) Tribunal

Nature of the Statute Period to which the Amount amount relates (Rs. in Lac)

Central Excise Act, 1944 2004-05 onwards 453.62

Central Excise Act, 1944 2004-05 onwards 56.39

VAT 2007- 08 onwards 2.81

Under VAt 2008- 09 93.13

2010-11 onwards 13.09

Under VAT 2009- 10 onwards 9.60

c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceeding financial year.

9. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks or debenture holders during the year.

10. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. Based on our audit procedures and according to the information & explanation given to us, the terms loans were applied for which the loans were obtained.

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

For and on behalf of A. KUMAR GUPTA & CO. Chartered Accountants Firm Reg No. 000182N

Place : Gurgaon (A.K. GUPTA) Date : 22nd May, 2015 PARTNER M. No. 012765

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Mar 31, 2014

We have audited the accompanying financial statements of Omax Autos Limited ("the company"), which comprises the Balance sheet as at 31st March, 2014, the statement of Profit and Loss and the Cash flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s 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 Section 211 (3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on the auditor''s judgment, including the assessments of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risks 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 the management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, read with Notes on Account no. 25, 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:

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

- In the case of the Statement of Profit and Loss Account, of the Loss of the Company for the year ended on that date and

- In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 purposes of our audit;

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

c) 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 of the Company;

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

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

ANNEXURE to AUDITORS'' REPORT The Annexure referred to in the auditor''s report to the members of Omax Autos Limited for the year ended March 31, 2014. We report that:

1. a) The Company is maintaining proper records

showing full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No major discrepancy has been noticed during verification.

c) Fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

2. a) According to the information and explanations given to us, the inventory of finished goods, stores, spare parts and raw materials including components have been physically verified by the management during the year including for stock lying with third parties. The frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. a) According to information and explanations given to us, the Company has granted unsecured loans to a Company covered in the register maintained under section 301 of the Companies Act, 1956. The Maximum Amount involved is Rs. 12.67 lac & Closing Balance is Rs. 12.67 lac.

b) According to the information & explanations given to us, rate of interest and other terms and conditions of the aforesaid unsecured short term loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) In our opinion and according to the information given to us, receipts of principal & interest of the aforesaid unsecured loan are regular.

d) During the year, the company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

5. a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 and need to be entered into the register maintained under that section have been so entered.

b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lac in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market prices at that time.

6. The Company has not accepted any deposits during the year under report from the public under Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and therefore, the provisions of clause 4(vi) of Companies (Auditor''s Report) Order, 2003 (as Amendment) are not applicable to the Company.

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

8. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company. Further, the Company is also required to get these records audited under Section 233B and obtained the Cost Auditors'' Report for the same.

9. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the statutory dues with appropriate authorities. There was no undisputed amount outstanding at the end for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, The Disputed Statutory dues aggregating to Rs. 721.75 Lac. That have not been deposited on account of matters pending before the appropriate authority are as under :

Sr. Nature of the Statute Nature of Dues Forum where Dispute No. is pending

1 Central Excise Act, 1944 Disallowance of Cenvat Credit CESTAT

2 Central Excise Act, 1944 Disallowance of Cenvat Credit Commissioner/ Dy. Commissioner / Asst. Commissioner (Appeal)

3 VAT Rejection of Sale Return Joint Commissioner (Appeal)

4 Uder VAT Sale Tax Deferment Joint Commissioner (Appeal)

5 CST Joint Commissioner / Commissioner/ Dy. Commissioner (Appeal)



Nature of the Statue Period to which the Amount amount relates (Rs. in Lac)

Central Excise Act, 1944 2004-05 onwards 391.42

Central Excise Act, 1944 2004-05 onwards 155.78

VAT 2007-08 onwards 27.46

Under VAT 2008-09 onwards 93.13

2010-11 onwards 53.96

10. In our opinion, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding year.

11. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks.

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

13. In our opinion, the Company is not a Chit Fund or Nidhi/ Mutual Benefits Fund/Society. Therefore the provision of clause 4 (xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

14. Based on our audit procedures and according to the information and explanations given to us by the management, the Company has maintained proper records of transactions & contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in it''s own name.

15. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. Based on our audit procedures and according to the information & explanation given to us, the terms loans were applied for which the loans were obtained.

17. In our opinion and according to the information & explanations given to us, the funds raised on short term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our audit report, the Company has not issued any debentures.

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

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

For and on behalf of A. KUMAR GUPTA & CO.

Chartered Accountants Firm Reg No. 000182N

Place : Gurgaon (A.K. GUPTA)

Date : 23rd May, 2014 PARTNER

M. No. 12765

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of Omax Autos Limited, as at 31st March, 2013, the Profit and Loss Account and the Cash flow Statement of the Company for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our Audit.

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

3. As required by the Companies (Auditors'' Report) Order, 2003 [as amended by Companies (Auditor''s Report) (Amendment) Order, 2004] issued by the Central 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.

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

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

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

c) 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 of the Company;

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts 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;

- In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March 2013;

- In the case of the Profit and Loss Account, of the profit for the year ended on that date and

- In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS'' REPORT

The Annexure referred to in the Auditor''s Report to the members of Omax Autos Limited for the year ended March 31, 2013. We report that:

1. a) The Company is maintaining proper records showing full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No major discrepancy has been noticed during verification.

c) Fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

2. a) According to the information and explanations given to us, the inventory of finished goods, stores, spare parts and raw materials including components have been physically verified by the management during the year including for stock lying with third parties. The frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. a) According to information and explanations given to us, the Company has granted unsecured loans to a Company covered in the register maintained under section 301 of the Companies Act, 1956. The Maximum Amount involved is Rs. 13.99 Lac & Closing Balance is Rs. 13.99 Lac.

b) According to the information & explanations given to us, rate of interest and other terms and conditions of the aforesaid unsecured short term loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) In our opinion and according to the information given to us, receipts of principal & interest of the aforesaid unsecured loan are regular.

d) During the year, the company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

5. a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 and need to be entered into the register maintained under that section have been so entered.

b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lacs in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market prices at that time.

6. The Company has not accepted any deposits during the year under report from the public under Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and therefore, the provisions of clause 4(vi) of Companies (Auditor''s Report) Order, 2003 (as Amendment) are not applicable to the Company.

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

8. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company. Further, the Company is also required to get these records audited under Section 233B and obtained the Cost Auditors'' Report for the same.

9. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the statutory dues with appropriate authorities. There was no undisputed amount outstanding at the end for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, The Disputed Statutory dues aggregating to Rs. 638.33 Lac. That have not been deposited on account of matters pending before the appropriate authority are as under :

Sr. Nature of the Statute Nature of Dues Forum where Dispute No. is pending

1 Central Excise Act, 1944 Disallowance of Cenvat Credit CESTAT

2. Central Excise Act, 1944 Disallowance of Cenvat Credit Commissioner/ Dy. Commissioner / Asst. Commissioner (Appeal)

3 VAT Rejection of Sale Return Joint Commissioner (Appeal)

4 Under VAT Disallowance of Input Credit Sales Tax Appellant Tribunal

5 Under VAT Sale Tax Deferment Joint Commissioner (Appeal)

6 Under VAT CST Joint Commissioner / Commissioner/ Dy. Commissioner (Appeal)

7 Income Tax Act, 1961 Incorrect PAN Income Tax Officer (TDS)

Nature of the Statute Period to which the Amount amount relates (Rs. in Lac)

Central Excise Act,1944 2004-05 onwards 291.26

Centarl Excise Act,1944 2004-05 onwards 119.13

VAT 2007-08 onwards 27.46

Under VAT 2007-08 3.50

Under VAT 2008-09 93.87

Under VAT 2010-11 onwards 40.81

Income Tax Act,1961 2009-10 62.30

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks.

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

13. In our opinion, the Company is not a Chit Fund or Nidhi/ Mutual Benefits Fund/Society. Therefore the provision of clause 4 (xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

14. Based on our audit procedures and according to the information and explanations given to us by the management, the Company has maintained proper records of transactions & contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in it''s own name.

15. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. Based on our audit procedures and according to the information & explanation given to us, the terms loans were applied for which the loans were obtained.

17. In our opinion and according to the information & explanations given to us, the funds raised on short term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our audit report, the Company has not issued any debentures.

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

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



For and on behalf of

A. KUMAR GUPTA & CO.

Chartered Accountants

Firm Reg No. 000182N

Place : Gurgaon (A.K. GUPTA)

Date :26th April, 2013 PARTNER

M. No. 12765

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Omax Autos Limited, as at 31st March, 2012, the Profit and Loss Account and the Cash flow Statement of the Company for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 [as amended by Companies (Auditor's Report) (Amendment) Order, 2004] issued by the Central 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.

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

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

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

c) 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 of the Company;

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts 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;

- In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March 2012;

- In the case of the Profit and Loss Account, of the profit for the year ended on that date and

- In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

The Annexure referred to in the auditor's report to the members of Omax Autos Limited for the year ended March 31, 2012. We report that:

1. a) The Company is maintaining proper records showing full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No major discrepancy has been noticed during verification.

c) Fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the company.

2. a) According to the information and explanations given to us, the inventory of finished goods, stores, spare parts and raw materials including components have been physically verified by the management during the year including for stock lying with third parties. The frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. a) According to information and explanations given to us, the Company has granted unsecured loans to a Company covered in the register maintained under section 301 of the Companies Act, 1956. The Maximum Amount involved is Rs. 30.08 Lac & Closing Balance is Rs. 12.42 Lac.

b) According to the information & explanations given to us, rate of interest and other terms and conditions of the aforesaid unsecured short term loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) In our opinion and according to the information given to us, receipts of principal & interest of the aforesaid unsecured loan are regular.

d) During the year, the company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

5. a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 and need to be entered into the register maintained under that section have been so entered.

b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lacs in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market prices at that time.

6. The Company has not accepted any deposits during the year under report from the public under Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and therefore, the provisions of clause 4(vi) of Companies (Auditor's Report) Order, 2003 (as Amendment) are not applicable to the Company.

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

8. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company. Further, the Company is also required to get these records audited under Section 233B and obtained the Cost Auditors' Report for the same.

9. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the statutory dues with appropriate authorities. There was no undisputed amount outstanding at the end for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, The Disputed Statutory dues aggregating to Rs. 516.96 Lac. That have not been deposited on account of matters pending before the appropriate authority are as under :

Sr. Nature of the Statute Nature of Dues Forum where Dispute No. is pending

1 Central Excise Act, 1944 Disallowance of Cenvat Credit CESTAT

2. Central Excise Act, 1944 Disallowance of Cenvat Credit Commissioner/ Dy. Commissioner (Appeal)

3 VAT Rejection of Sale Return Joint Commissioner (Appeal)

4 Under VAT Disallowance of Input Credit Sales Tax Appellant Tribunal

5 Income Tax Act, 1961 Incorrect PAN Income Tax Officer (TDS)

Nature of the Statute Period to which the Amount amount relates (Rs. in Lac)

Central Excise Act, 1944 2004-05 onwards 233.28

Central Excise Act, 1944 2004-05 onwards 190.42

VAT 2007-08 onwards 27.46

Under VAT 2007-08 3.50

Income Tax Act, 1961 2009-10 62.30

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks.

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

13. In our opinion, the Company is not a Chit Fund or Nidhi/ Mutual Benefits Fund/Society. Therefore the provision of clause 4 (xii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

14. Based on our audit procedures and according to the information and explanations given to us by the management, the Company has maintained proper records of transactions & contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in it's own name.

15. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. Based on our audit procedures and according to the information & explanation given to us, the terms loans were applied for which the loans were obtained.

17. In our opinion and according to the information & explanations given to us, the funds raised on short term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our audit report, the Company has not issued any debentures.

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

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

For and on behalf of

A. KUMAR GUPTA & CO.

Chartered Accountants

Firm Reg No. 000182N

Place : Gurgaon (A.K. GUPTA)

Date : 28th April, 2012 PARTNER

M. No. 12765

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Omax Autos Limited, as at 31st March, 2010, the Profit and Loss Account and the Cash flow Statement of the Company for the year ended as 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 [as amended by Companies (Auditors Report) (Amendment) Order, 2004] issued by the Central 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.

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

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

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

c) 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 of the Company;

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

e) On the basis of the 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.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts 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;

- In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March 2010;

- In the case of the Profit and Loss Account, of the profit for the year ended on that date, and

- In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

Annexure to Auditors Report

The Annexure referred to in the auditors report to the members of Omax Autos Limited for the year ended March 31, 2010. We report that:

1. a) The Company is maintaining proper records showing

full particulars including quantitative details & situation of fixed assets.

b) As explained to us, the Company has a system of physical verification, which is designed to cover all assets over a period of three years and in accordance herewith, physical verification of certain fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No major discrepancy has been noticed during verification.

c) Fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal off fixed assets has not affected the going concern status of the company.

2. a) According to the information and explanations given

to us, the inventory of finished goods, stores, spare parts and raw materials including components have been physically verified by the management during the year including for stock lying with third parties. The frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physical

verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material in relation to the operations of the Company and the same have been properly dealt within the books of accounts.

3. a) According to information and explanations given to

us, the Company has granted unsecured loans to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, however, Maximum Amount involved is Rs. 80.50 Lacs & Closing Balance is Rs. 66.00 Lacs.

b) According to the information & explanations given to us, rate of interest and other terms and conditions of the aforesaid unsecured short term loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) In our opinion and according to the information given to us, receipts of principal & interest of the aforesaid unsecured loans are regular.

d) During the year, the company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

5. a) As per information and explanations given to us, all

the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 and

need to be entered into the register maintained under that section are found to be entered.

b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five Lacs in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market prices at that time.

6. The Company has not accepted any deposits during the year under report from the public under Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and therefore, the provisions of clause 4(vi) of Companies (Auditors Report) Order, 2003 (as Amendment) are not applicable to the Company.

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

8. We have broadly reviewed the books of Account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts & records have been kept by the Company so far as appears from our examination of the books of account of the Company.

9. a) According to the information and explanation given

to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing the statutory dues with appropriate authorities. There was no undisputed amount outstanding at the end for a period more than six months from the date they become payable.

b) According to the information and explanations given to us, The Disputed Statutory dues aggregating to Rs. 301.30 Lacs. That have not been deposited on account of matters pending before the appropriate authority are as under :

Sr. No. Nature of the Statute Nature of Dues Forum where Period to which the Amount Dispute is pending amount relates (Rs. in Lacs)

1 Central Excise Act, 1944 Disallowance of Cenvat Credit CESTATE 2004-05 242.96

2. Central Excise Act, 1944 Disallowance of Cenvat Credit CESTATE 2005-06 onwards 28.98

3. Central Excise Act, 1944 Disallowance of Cenvat Credit Additional 2005-06 to 2009-10 29.36 Commissioner

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks.

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

13. In our opinion, the Company is not a Chit Fund or Nidhi/ Mutual Benefits Fund/Society. Therefore the provision of clause 4 (xii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

14. Based on our audit procedures and according to the information and explanations given to us by the management, the Company has maintained proper records of transactions & contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanations given to us by the management, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. Based on our audit procedures and according to the information & explanation given to us, the terms loans were applied for which the loans were obtained.

17. In our opinion and according to the information & explanations given to us, the funds raised on short term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the period covered by our audit report, the Company has not issued any debentures.

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

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

For and on behalf of A. KUMAR GUPTA & CO. (Chartered Accountants)

(A.K. GUPTA) Place: New Delhi PARTNER

Date : 29.05.2010 M. No. 12765