Auditor Report of Omega Ag-Seeds (Punjab) Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of M/s OMEGA AG SEEDS
PUNJAB LIMITED (“the Company”), which comprise the balance sheet as at 31st March, 2024, and
the statement of profit and loss, Statement of changes in Equity and Statement of cash flow for the
year ended, and notes to the standalone Financial Statements, including a summary of significant
accounting policies and other explanatory information [hereinafter referred to as “Standalone
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 and accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, and its Profit, (changes in equity)
and its cash flow statement for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on
Auditing (SA’s) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the Standalone Financial Statements under the
provisions of the Companies Act, 2013 and the Rules defined 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 matter that, in our professional judgement, were of most significance in
our audit of the Standalone Financial Statements of the current period. These matters were
addressed in the context of our audit of the Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. During the
year under consideration, we have no Key Audit Matters to report.

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 ,State of affairs, Profit/loss
(including other comprehensive income) Change in Equity and Cash Flow 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 Rules defined there under.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the Standalone Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

Those Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

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

• Materiality is the magnitude of misstatements in the Standalone Financial Statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the Financial Statements may be influenced. We consider quantitative
materiality and qualitative factors in:

1) Planning the scope of our audit work and in evaluating the results of our work; and

2) To evaluate the effect of any identified misstatements in the Standalone Financial
Statements.

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,

2013, 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 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,
2024 taken on record by the Board of Directors, none of the directors is disqualified as
on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the
Act.

(f) According to information and explanations given to us together with our audit
examination, reporting 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 in Annexure-B to the extent applicable.

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, we report that
section 197 is not applicable on private company. Hence reporting as per section
197(16) is not required

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

I. The Company does not have any pending litigations which would impact its
financial position.

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

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

IV. a. The management has represented that, to the best of its knowledge and

belief, other than as disclosed in the notes to the accounts, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

b. The management has represented, that, to the best of its knowledge and
belief, other than as disclosed in the notes to

the accounts, no funds have been received by the
company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise,
that the company shall, whether, directly or indirectly,

lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

V. Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-clause (i) and (ii)
contain any material mis¬
statement.

VI. No Dividend has been declared or paid during the year by the company, hence
provisions of section 123 of the Companies Act, 2013, are not applicable.

VII. Based on our examination, which included test checks, the Company has
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant
transactions recorded in the software’s. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with.

VIII. Based on our examination, which included test checks, the Company has
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant
transactions recorded in the software’s. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with.

---

Mar 31, 2015

We have audited the accompanying financial statements of OMEGA AG SEEDS PUNJAB LIMITED, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements and Cash Flow Statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

AUDITORS' 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 there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. The Companies (Auditor's Report) Order, 2015 (the Order) issued by the Central Government of India in terms of Sub Section (11) of the section 143 of the Act, we give in the Annexure a Statement on the matters specified in the Paragraph 3 and 4 of the Order, to the extent applicable

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

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

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted loans to any of the bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) The Company has not granted loans to any of the bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'), Thus paragraph 3(iii)(b) of the Order is not applicable to the Company,.

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

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) paragraph 3(vii)(c) of the Order is not applicable to the Company

(viii) 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 preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

(xi) The Company did not obtained any term loans during the year. Hence paragraph 3(xi) of the Order is not applicable to the Company

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

For Muddili Vijaya Krishna & Associates Chartered Accountants Firm Regn.No. 011211S

Sd/- Place: Hyderabad (Camp) [MUDILI VIJAYA KRISHNA] Date : 29th May, 2015 Partner - M.No.211105

---

Mar 31, 2014

We have audited the accompanying financial statements of OMEGA AG SEEDS PUNJAB LIMITED , which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of 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 state- ments that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Com- panies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control rel- evant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

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

OPINION

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

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

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITOR''S REPORT (referred to in paragraph 5 of our report of even date)

Referred to our report to the members of Omega Ag- Seeds ( Punjab) Limited for the year ended 31 March 2014.

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

(b) The Company has a phased programme of physical verification of its fixed assets, which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. In accordance with such programme the management has physically verified fixed assets during the year and no mate- rial discrepancies were noticed on such verification.

(c) During the year, Company has not disposed off any substantial part of the fixed assets and the going concern status of the company not affected.

2. (a) The inventory of the company has been physically verified by the management at reasonable intervals during the year.

(b) The procedure of physical verification appears to be reasonable and adequate in relation to the size of the company and nature of its business, on the basis of information and explanations received by us.

(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 and no material discrepancies were noticed on physical verification.

3. (a) In respect of loans, secured or unsecured, granted or taken by the company to /from companies, firms or other parties covered in the register maintained U/S 301 of the Company''s Act, 1956.

(b) The Company has taken and granted unsecured loans from parties covered in the register maintained U/S 301 of the Company''s Act, 1956. We are of the opinion that:- As the agreement with regard to the rate of interest and other terms and conditions of such loans are not executed, we are unable to com- ment whether such loans are prima facie prejudicial to the interest of the Com- pany.

4. In our opinion and according to information and explanations given us, there is an adequate internal control system commensurate with size of the company and nature of its business with regard to the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examinations, and accord- ing to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

5. In our opinion there are no contracts or agreements that need to be entered in the register maintained under section 301 of the companies, act 1956. Accordingly, the provision of clause 4(v)(b) of the order is not applicable to the company and hence not commented upon.

6. The Company has not accepted any deposits from the public to which the provision sec 58A, 58AA or any other relevant provisions of the companies act 1956 and the Companies (Acceptance of Deposit) rules, 1975 apply.

7. The Company has not introduced any Internal Audit System.

8. As per information and explanations given to us it is noted that the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub sec 209 of the act.

9. According to the information and explanations given to us, the Company has not deducted and deposited any PF, ESI with the appropriate authority during the year under audit. As explained to us no undisputed dues payable in respect of Income Tax, Sales Tax, Wealth Tax, Customs Duty, Cess were outstanding as at 31.03.2014 for a period of more than six month from the date they become payable.

10. The Company has not incurred any cash loss during the year and in the immedi- ately preceding financial year.

11. The Company has neither taken any loan from any financial institution or banking institutions during the year not issued any debentures. Accordingly this clause is not applicable.

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

13. Since the company is not a chit fund/Nidhi/Mutual benefit fund/society, the relative reporting requirements if clause 4(xiii) of the companies (Auditor''s Report) Order 2003 (as amended) are not applicable.

14. Since the company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements of clause 4(xiv) of the companies(Auditor''s Report ) Order 2003(as amended) are not applicable.

15. According to information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanation given to us and as per available records, the company has not availed a fresh term loan from banks.

17. According to the information and explanations given to us and as per the verification of the records of the company on overall basis the company has not utilized short term fund for long term purposes.

18. The company during the period covered by our audit report has not made a prefer- ential allotment of shares to parties or companies covered in the register main- tained under sec 301 of the Company''s, Act 1956.

19. During the period covered by our audit report the company has not issued deben- tures.

20. The company has not raised any money by the way of public issue during the year. Therefore the provisions of clause (xx) of the said Order are not applicable to the company.

21. 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 on or by the company noticed or reported during the year nor have we been of such case by the management.

For Mudili Vijaya Krishna & Co.

Chartered Accountants

(Firm Registration No. 011211S)

Sd/-

(Mudili Vijaya Krishna)

Partner

Membership No.: 211105.

---

Mar 31, 2012

We have audited the attached Balance sheet of OMEGA AG-SEEDS (PUNJAB) LIMITED as at 31stMarch, 2012 and also the Profit and Loss Account and Cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4a) of section 227 of the companies Act 1956, we enclose in the annexure, a statement on the matter specified in the paragraphs 4 and 5 of the said order.

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

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

2. In our opinion proper books of Accounts as required by law have been kept by the company so far as appears from our examination of those books.

3. The Balance sheet, Profit and loss account and the Cash flow statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance sheet, Profit and loss account and the Cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3c) of section 211 of the Companies Act, 1956.

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements together with the Significant Accounting Policies and notes thereon and attached thereto gives the information required by the Companies Act 1956 (as amended) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In case of Balance Sheet, of the state of affairs of the Company as at 31stMarch,2012 and

b) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date.

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

ANNEXURE TO AUDITOR'S REPORT The Annexure referred to the Auditor Report to the members of Omega Ag- Seeds (Punjab) Limited for the year ended 31st March 2012. We Report that

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

(b) The Company has phased programme physical verification of its fixed assets, which, in our opinion, is reasonable having regard to size of company and nature of its assets. In Accordance with such programme the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) In our opinion the company has not disposed off any Major Fixed Asset during the year under audit.

2. (a) Physical Verification of the inventories, has been conducted at reasonable intervals during the year by the management.

(b) In our opinion the procedures of Physical verification of inventories followed the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. No material discrepancies were noticed on the physical verification of the inventory as compared to the books records.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Company's act 1956.

The Company has taken and granted unsecured loans from parties covered in the register maintained u/s 301 of the company's Act 1956. We are of the opinion that :- As the agreement with regard to the rate of interest and other terms and conditions of such loans are not executed, we are unable to comment whether such loans are prima facie pre judicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of fixed assets. Further, on the basis of our examination of the books and records of the company, and according to information explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal controls during course of audit.

5. In respect of transaction covered u/s 301 of the Companies Act 1956

(a) No transaction have been made by the company during the year, in pursuance of contracts of arrangement, that needed to be entered into the register maintained u/s 301 of the companies act 1956

(b) In our opinion and according to the information and explanation given to us, there is no transaction in the pursuance of contracts or arrangement entered in the registered maintained u/s 301 of the Companies Act 1956 exceeding during the year to Rs. 5 lakh or more in respect of each party for sale and purchase of goods and services in pursuance of section 301 of the Companies Act 1956.

6. The company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the Provision of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. The company has not introduced any Internal Audit System.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost record under clause (d) of sub section (1) section 209 of the company's act, 1956, in respect of activities carried out by the company

9. According to the information and explanations given to us, the Company has not deducted and deposited any PF, ESI with the appropriate authority during the year under audit.As explained to us no undisputed dues payable in respect of Income tax, Sale Tax, Wealth tax, Custom Duty, Cess were outstanding as at 31.3.2012, for a period of more than six month from the date they became payable.

10. The Company is in existence for more than Five year and its accumulated losses are not more than fifty percent of its net worth.

11. The Company has neither taken any loan from any financial institution or Bank during the year nor issued any debentures. Accordingly this clause is not applicable

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly this clause is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society and accordingly this clause is not applicable.

14. According to the information and explanations given to us, the companies is not dealing or trading in shares, debenture securities and other investments. Accordingly this clause is not applicable.

15. According to the information and explanations given to us, the Companies has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly this clause is not applicable.

16. The company has not obtained any term loans. Accordingly this clause is not applicable.

17. According to the information and explanations given to us, and on the basis of overall examination of the Balance Sheet and Cash Flow Statement we report that no funds raised on short term basis have been used for long-term investment of the company.

18. The Company has not made any preferential allotment of shares to parties and Companies Covered in the Register under section 301 of the Companies Act 1956. Accordingly this clause is not applicable.

19. The Company has not issued any debentures. Accordingly this clause is not applicable.

20. The Company has not raised any money by the public issues during the year. Accordingly this clause is not applicable.

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

For Jaideep Sharma & Co.

Chartered Accountants

Firm Reg. No.: 008829N

Sd/-

J.D.Sharma

Partner

M.NO - 087470

Chandigarh

Date: 03.09.2012

---

Mar 31, 2010

We have audited the attached Balance sheet of OMEGA AG-SEEDS (PUNJAB) LIMITED as at 31stMarch, 2010 and also the Profit and Loss Account and cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act 1956, we enclosed in the annexure a statement on the matter specified in the said order.

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

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

2. In our opinion proper books of Accounts as required by law have been kept by the company so far as appears from our examination of those books.

3. The Balance sheet and Profit and loss account dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance sheet and Profit and loss account dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

5. On the basis of representations received from the directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as the director in terms of clause (g) of sub- section) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements together with the "NOTES TO THE ACCOUNTS" thereto, gives the information required by the companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In case of Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2010 and

b) In the case of Profit and Loss account, of the profit for the year ended on that date.

c) In the case of the cash flow statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

The Annexure referred to the Auditor Report to the members of Omega Ag-Seeds (Punjab) Limited for the year ended 31st March 2010. We Report that

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

(b) The Company has phased programme physical verification of its fixed assets, which, in our opinion, is reasonable having regard to size of company and nature of its assets. In Accordance with such programme the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) In our opinion the company has not disposed off any Major Fixed Asset during the year under audit.

2. The company has not dealt with any inventories during the year under audit. Accordingly, this clause is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companys act 1956.

(a). The company has granted loans, Secured or Unsecured to one promoter Company covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs. 57.72 lacs and Rs.57.72 lacs respectively. The Company has not taken any loans, Secured and unsecured loans from any company, firm or other parties coverd in the register maintained u/s 301 of the companies act 1956.

- As the agreement with regard to the rate of interest and other terms and conditions of such loans are not executed, We are unable to comment weather such loans are prima facie pre judicial to the interest of the company.

- In respect of the above said loans, the parties have not repaid the outstanding principal amount.

- In respect of the aforesaid loans, in the case where the overdue amount is more than Rs. 1 lakh, in our opinion of the Company has not taken any step for recovery of outstanding amount.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of fixed assets. The company has not purchased/ sold any goods during the year. Further, on the basis of our examination of the books and records of the company, and according to the information explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal controls during the course of the audit.

5. In respect of transaction covered u/s 301 of the Companies Act 1956

- No transaction have been made by the company during the year, in pursuance of contracts of arrangement, that needed to be entered into the register maintained u/s 301 of the companies act 1956

- In our opinion and according to the information and explanation given to us, there is no transaction in the pursuance of contracts or arrangement entered in the registered maintained u/s 301 of the Companies Act 1956 aggregating during the year to Rs. 5 lakh or more in respect of any party.

6. The company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the Provision of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion the company has not framed any internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost record under clause (d) of sub section (1) section 209 of the companys act, 1956, in respect of activities carried out by the company

9 According to the information and explanations given to us, the Company has not deducted and deposited any PF, ESI with the appropriate authority during the year under audit. As explained to us no undisputed dues payable in respect of Income tax, Sale Tax, Wealth tax, Custom Duty. Cess were outstanding as at 31.3.2010. For a period of more than six month from the date they became payable. According to the information and explanations given 10 us there are no dues in respect of Income tax. Sale tax. Wealth tax, Custom Duty, Cess that have not been deposited with appropriate authority of account of any dispute.

10. The Company is in existence for more than Five year and its accumulated losses are not more than fifty percentage of its net worth.

11. The Company has neither taken any loan from financial institution or Bank during the year nor issued any debenture. Accordingly this clause is not applicable

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly this clause is not applicable

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society and accordingly this clause is not applicable

14. According to the information and explanations given to us, the companies is not dealing or trading in shares, debenture securities and other investments. Accordingly this clause is not applicable

15. According to the information and explanations given to us, the Companies has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly this clause is not applicable

16. The company has not obtained any term loans. Accordingly this clause is not applicable

17. According to the information and explanations given to us, the Company has not raised any fund on short term basis. Accordingly this clause is not applicable.

18. The Company has not made any preferential allotment of shares to parties and Companies Covered in the Register under section 301 of the Companies Act 1956. Accordingly this clause is not applicable

19. The Company has not issued any debentures. Accordingly this clause is not applicable

20. The Company has not raised any money by the public issues during the year. Accordingly this clause is not applicable

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

For Jaideep Sharma & co.

Chartered Accountants

J.D.Sharma

Partner

Chandigarh

Date: 15.07.2010