Auditor Report of Omkar Overseas Ltd.

Mar 31, 2024

1. I have audited the accompanying Ind AS standalone financial statements of OMKAR OVERSEAS
LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March 2024, and the
Statement of Profit and Loss (including other comprehensive income), Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including a summary of significant accounting policies and other
explanatory information ("the Financial Statements”).

2. In my opinion and to the best of my information and according to the explanations given to
me, the aforesaid Financial Statements give the information required by the Companies Act,
2013 ("Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at
31st March 2024, and its loss and other comprehensive income, changes in equity and its cash
flows for the year then ended.

Basis for Opinion

3. I conducted my audit in accordance with the Standards on Auditing ("SAs”) specified under section
143(10) of the Act. My responsibilities under those SAs are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements section of my report. I am 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 my audit
of the Financial Statements under the provisions of the Act, and the rules thereunder, and I have
fulfilled my other ethical responsibilities in accordance with these requirements and the Code of
Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a
basis for my opinion on the Financial Statements.

Key Audit Matters

4. Key audit matters are those matters that, in my professional judgment, were of most significance
in my audit of the Financial Statements of the current year. These matters were addressed in the
context of my audit of the Financial Statements as a whole, and in forming my opinion thereon,
and I do not provide a separate opinion on these matters.

a) Investment Loss

During the year company has written off its investment worth Rs. 70,00,045/- made in ENERGY
PRODUCTS (INDIA) LIMITED. Company has purchased equity shares of ENERGY PRODUCTS
(INDIA) LIMITED from S. J. Infratech Private Limited in the month of July 2024. The
consideration was discharged by way of an adjustment against liability of company worth Rs.
46,28,656 due to S. J. Infratech Private Limited and payment though banking channel of Rs.
23,85,000/- the balance amount remains outstanding. The management has is of the opinion
that as company is unable to realise any amount from its investment in ENERGY PRODUCTS
(INDIA) LIMITED, it has no realisable value. Thus, it has written off this loss as extra-ordinary
item. This transaction has direct impact on financial statement of the company and thus it is
considered as key audit matter.

Auditor''s Response:

Audit procedure in this regard included and were not limited to following:

a) Obtain supportive evidence from management with regards to investment decision and
written confirmation from transferee about dischargement of liability.

b) Obtain supportive evidence from management with regards to their assumption of nil
realisation from investment.

Please refer notes to standalone financial statement.

b) Loss of Land Investment

During the year company has written off its land worth Rs. 20,25,050/-. The title of the said
land is disputed and matter is pending before judicial Authority and management is of the
opinion that there is less probability of decision in favour of company. Thus, it has no
realisable value. Management has written off loss to make financial statement fair and true.
This transaction has direct impact on financial statement of the company and thus it is
considered as key audit matter
Auditor''s Response:

Audit procedure in this regard included and were not limited to following:

a) Obtain supportive evidence from management with regards title deed of document,
pending litigation and justification for this decision.

b) Obtain expert opinion to justify the management decision.

Please refer notes to standalone financial statement
Other Information

5. The Company''s Board of Directors are responsible for the other information. The other
information comprises the information included in the Company''s annual report, but does not
include the Financial Statements and my auditors'' report thereon.

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

7. In connection with my audit of the Financial Statements, my responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the Financial Statements or my knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work I have performed, I conclude that there is a material
misstatement of this other information; I am required to report that fact. I have nothing to report
in this regard.

Management''s responsibility for the Financial Statements

8. 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 state of affairs, profit and other comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including
the Indian accounting standards ("Ind AS”) specified under section 133 of the Act. 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.

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

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

Auditor''s responsibilities for the audit of the Financial Statements

11. My 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 my 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.

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

12.1. 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 my 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.

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

12.3. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by themanagement.

12.4. 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 I conclude that a material uncertainty exists, I am
required to draw attention in my auditor''s report to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify my opinion. Company has
booked loss from extra ordinary items worth rupee 90.25 lakhs. This has resulted into Erison
of entire capital. Further company has discontinued business operation during current year.
The accumulated losses exceeds its paid up capital and free reserves and which results into
negative net worth of company. The paid-up capital of the company as on 31st March, 2024
was Rs. 4,92,35,750/- and security premium balance was Rs. 5,69,43,000/- against which the
accumulated losses were Rs. 10,67,58,585/-. This resulted into negative net worth of Rs.
5,79,835/-. Further there is no business activity during the year under consideration. Thus, on
the basis of both operational and financial parameters, there exits significant doubt on
ability of entity to continue as going concern. The management has proposed capital
reduction scheme in this regard. The same has been approved by the directors in their
meeting dated February 26,2024. Since this is the first year after Erison of capital and
considering the steps taken by management to overcome with the situation. I am of the
opinion that for the current reporting year company is justified in their assessment of its
ability to continue as going concern. My conclusions are based on the audit evidence

obtained up to the date of my auditor''s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

12.5. 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.

13. I 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 I identify during my audit.

14. I also provide those charged with governance with a statement that I 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 my independence, and where
applicable, related safeguards.

15. From the matters communicated with those charged with governance, I determine those matters
that were of most significance in the audit of the Financial Statements of the current year and are
therefore the key audit matters. I describe these matters in my auditor''s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

I determine that a matter should not be communicated in my 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

16. 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 Act, I give in the "Annexure
A"a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

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

17.1. I have sought and obtained all the information and explanations which to the best of my
knowledge and belief were necessary for the purposes of my audit.

17.2. In my opinion, proper books of account as required by law have been kept by the Company
so far as it appears from my examination of those books except for the matters stated in the
paragraph 18.8 below, on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

17.3. The balance sheet, the statement of profit and loss including other comprehensive income,
the statement of changes in equity and the cash flow statement dealt with by this Report
are in agreement with the books of account.

17.4. In my opinion, the aforesaid Financial Statements comply with the Ind AS specified under
Section 133 of the Act.

17.5. On the basis of the written representations received from the directors as on 31 March
2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

17.6. 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 my
separate Report on internal financials control over financials reporting as per Annexure-2;
and

17.7. In my opinion and according to the information and explanations given to me, Company has
not paid remuneration to directors.

17.8. The modifications relating to the maintenance of accounts and other matters connected
therewith are as stated in the paragraph 17.2 above on reporting under section 143(3)(b) of
the Act and paragraph 18.8 below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

18. 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 my opinion and to the best of my

information and according to the explanations given to me:

18.1. There is dispute relating to title of immovable property. The dispute is pending before
Hon''ble City Civil Court, Ahmedabad. The value at which the disputed property was
recorded in the financial statement was Rs. 20,25,050/-. The adverse decision in this matter
may impact financial position significantly. During current year company has written off
property under dispute and booked loss on account of extra ordinary items worth Rs. Rs.
20,25,050/-.

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

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

18.4. The management has represented that 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. Based on reasonable audit procedures adopted by me, nothing has come to
my notice that such representation contains any material misstatement.

18.5. The management has represented that 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. Based on reasonable
audit procedures adopted by me, nothing has come to my notice that such representation
contains any material misstatement.

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

18.7. In my opinion and according to the information and explanations given to me, no dividend
has been declared and / or paid during the year by the Company.

18.8. Based on my examination which included test checks and information given to me, the
Company has used accounting software for maintaining its books of account, which did not
have a feature of recording audit trail (edit log) facility throughout the year for all relevant
transactions recorded in the respective softwares, hence I am unable to comment on audit
trail feature of the said software.

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

For N.S. NANAVATI & CO.

Chartered Accountants

FRN: 134235W

(CA NITESH SHIRISHCHANDRA NANAVATI)

Proprietor

Membership No.: 143769

UDIN: 24143769BKFPBU4647

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Mar 31, 2014

We have audited the accompanying financial statements of Reliance Industries Limited ("the Company"), 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

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

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 arefreefrom material misstatements.

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

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

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 fairview 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 atMarch 31,2014;

(b) In the case of the Statementof Profit and Loss, of the profitforthe year ended on that date; and

(c) In the case of the Cash FlowStatement, of the cash flows for the yearended on thatdate.

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 theAct, we give in theAnnexure 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 accountas required by law have been kept by the Company so far as appears from ourexamination 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of theAct;

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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of OMKAR OVERSEAS LIMITED on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

2. (a) As explained to us, inventories have been physically verified during the year by the management at

reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the

books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations

provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained underthat section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does notarises.

6. The Company has not accepted any deposits from the public covered under section 58Aand 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the year under review.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other

statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 fora period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has an accumulated losses of Rs. 9.25 Lac as on 31.03.2014. The Company has not incurred any cash loss during the current 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 by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to afinancial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year hence the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

Place : Ahmedabad FOR AND ON BEHALF OF Dated : 29-05-2014 M/S. NAHTA JAIN & ASSOCIATES CHARTERED ACCOUNTANTS (CA GAURAV NAHTA) PARTNER M.NO.116735 FRN-106801 W

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Mar 31, 2011

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2011, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by Companies' (Auditor's Report)Order,2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2011, from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2011 and.

(b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2011.

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

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD.

1) The Company does not have any fixed assets, therefore the clause (a), (b), and (c) are not applicable.

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has not taken unsecured loans from any companies, firms or Other parties listed in the register maintained under section 301 of the Companies Act, 1956. The company has not granted unsecured loans to any companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs. NIL (P.Y. Rs. 505.71 Lac) and the year end balance of the loans given to such parties was Rs. NIL(P.Y. Rs. 329.91 Lac)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 of agreements 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 prices which are reasonable having regard to prevailing market prices or the price at which the transactions for similar goods or services have been made with other parties.

6) The Company has not accepted any fixed deposits from the public so the question of applicability of the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

7) The Company has an internal control system, commensurate with the size and nature of the business.

8) We are informed that the maintenance of the cost records u/s. 209(1)(d) of the Companies Act, 1956 are not required for the Company for the year under review.

9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues/cess applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2011 for a period of more than 6 months from the date they become payable.

(b) According to the information & explanation given to us and according to the records of the company examined by us, the following are the particulars of disputed dues on account of Sales Tax, Income Tax, Custom Duty, Excise Duty, service tax, and any other cess or tax that have not been deposited or deposited under protest:-

Sr. No. Name of the Nature of Amt.of Period to Forum Statue dues Dispute which it where (Rs. in Lac) relates it is pending

--------------------N I L ------------------

10) The Company has an accumulated losses of Rs. 595.59 Lac as on 31.03.2011. the company has not incurred any cash losses during the current year as against the cash loss of Rs. 66.52 Lac incurred during the preceding financial year.

11) Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, etc.

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 of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us, The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For AND ON BEHALF OF M/S. NAHTA JAIN & ASSOCIATES Chartered Accountants FRN-106801 W

(CA GAURAV NAHTA) Partner M.NO.116735

Place : Ahmedabad Date : 12-05-2011

---

Mar 31, 2010

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2010, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditors Report)Order, 2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2010, from being appointed as a Director in terms of clause

(g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2010 and.

b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2010.

c) In the case of Cash Flow Statement of the Cash Flow for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD. Referred to in paragraph 3 of our report of even date,

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

(b) Physical Verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has not taken unsecured loans from any companies, firms or Other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The company has granted unsecured loans to five companies, firms, or or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs.505.71 Lacs(P.Y.Rs.722.05 Lacs) and the year end balance of the loans given to such parties was Rs.329.91Lacs(P.Y.Rs.434.78 Lacs)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 of agreements 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 prices which are reasonable having regard to prevailing market prices or the price at which the transactions for similar goods or services have been made with other parties.

6) The Company has not accepted any fixed deposits from the public so the question of applicability of the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

7) The Company has an internal control system, commensurate with the size and nature of the business.

8) We are informed that the maintenance of the cost records u/s. 209(1) (d) of the Companies Act, 1956 are not required for the Company for the year under review.

9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues/cess applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2010 for a period of more than 6 months from the date they become payable.

(b) According to the information & explanation given to us and according to the records of the company examined by us, the following are the particulars of disputed dues on account of Sales Tax, Income Tax, Custom Duty, Excise Duty, service tax, and any other cess or tax that have not been deposited or deposited under protest:-

Sr. No. Name of the Statute Nature of dues Amt.of Period to Forum

Dispute which it where (Rs.in relates it is Lacs) pending

NIL

10) The Company has an accumulated losses of Rs. 596.79 Lacs as on 31.03.2010. Further, the company has incurred cash losses of Rs.66.52 lacs during the current year. The company has not incurred cash losses during the preceding financial year.

11) Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, etc.

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 of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us, The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AND ON BEHALF OF PLACE : AHMEDABAD M/S.NAHTA JAIN & ASSOCIATES CHARTERED ACCOUNTANTS DATE : 15-06-2010



(CA GAURAV NAHTA) PARTNER M.NO.116735 FRN-106801 W

---

Mar 31, 2009

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2009, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditors Report)Order,2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2006, from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2009 and.

b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2009.

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

ANNEXCJRE TO THE AUDITORS REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD.

Referred to in paragraph 3 of our report of even date,

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

(b) Physical Verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has taken unsecured loans from one companies,firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.5.90 Lacs(P.Y.Rs.412.30 Lacs) and the year end balance of the loans given to such parties was Rs.5.90 Lacs (P.Y. Rs.NIL). The company has granted unsecured loans to one companies, firms, or or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs.722.05 Lacs(P.Y.Rs.696.28 Lacs) and the year end balance of the loans given to such parties was Rs.434.78Lacs(P.Y.Rs.678.78 Lacs)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our option and according to the information and explanations given to us, the transactions made in pursuance of contracts of agreements entered in the register maintained under section 3010of the Companies Act, 1956 and exceeding market prices or the price at which the transactions for similar goods or services have been made with other parties.

(6) The Company has not accepted any fixed deposits from the piblic so the question of applicability of the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

<7> The Company has an internet control system, commensurate with the size and nature of the business.

(8) We are informed taht the maintenance of the cost records u/s. 209(1)(d) of the Companies Act, 1956 are not required for the company for the year under review.

(9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues.cess applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2009 for a period of more tahn 6 months from the date they become payable.

(b) According to the information & experience given to us and according to the records of the company examined by us, the following are the particulars dues on account of Sales Tax, Income Tax, Custom duty, Excise Duty, service tax, and any other cess or tax that have not been or deposited under protect:-

Sr.No Name of the Stateue Nature of Amt.of Period to Forum dues Dispute which it where (Rs. in relates it is Lacs) pending

--------------- NIL -----------------



10) The company has an accumalted loans of Rs. 230.91 Lacs as on 31.03.2009 . Further, the company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

11> Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulated in repayment of dues to a financial institution, bank or debentures holders etc. ;.?/ -ll*

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 of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AMD OH BEHALF OF

PLACE : AHMEEABAD M/S.NAHTA JAIN - ASSOCIATES

CHARTERED ACCOUNTANTS

DATE : 25-06-2009

(CA-GAURAV NAHTA) PARTNER

M.NO. 116735