Auditor Report of Vas Infrastructure Ltd.

Mar 31, 2024

We have audited the financial statements of VAS INFRASTRUCTURE LIMITED, which comprise the
balance sheet as at March 31, 2024, the statement of Profit and Loss, the Cash flow statement and
Statement of changes in Equity for the year then ended and notes to the financial statements
including a summary of significant accounting policies and other explanatory information (herein
after referred to as "Financial Statement").

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, as
amended ("the Act") in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs as at March 31, 2024, its loss
and its cash flows and changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
(SAs) as specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the "Auditor''s Responsibilities for the Audit of the Financial Statements" section
of our report. We are independent of the Company in accordance with'' 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 financial statements under the provisions of the Act and the rules thereunder
and we have fulfilled our other ethical responsibilities in accordance with these requirements and
t e Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matter

The accumulated losses of the Company as at March 31, 2024 amounting to Rs. 30113.82 Lakhs,
exceeded its net worth. We draw your attention to Note no: 39 to the IND AS financial statements
regarding recent developments which states that "As per the Code, it is required that the company
be managed as a "going concern" during the CIRP. The future prospects of the company would be
determined on the completion of CIRP".

In view of these facts, the IND AS financial statements have been prepared by the management on
going concern basis. Our opinion is not modified in respect of these matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in^P^
our audit of the financial statements for the financial year ended March 31, 2024. These matterUjc f UlJM

CASATYAPRAKASHNATANI CASANGEETA PAREKH CA SURESHKUMAR YADAV CAARCHANA JAIN CAANUOSWA

DISA(ICAI),FAFD

were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. There are no key audit
matters to be reported for the financial year ended March 31, 2024.

Other Information

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

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this Other Information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management for the financial statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows in accordance with the accounting principles
generally accepted in India, including the Accounting Standards 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 and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

Auditor''s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material/v/T^

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 scepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances under section 143(3) (i) of the Act

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements for the financial year ended
March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

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

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards)

Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on 31^st March 2024,
none of the directors are disqualified as on 31^st March 2024 from being appointed as a director
in terms of Section 164 (2) of the act

(f) With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations as on 31^st March 2024 on its

financial position in its Financial Statements. (Refer Note 32)

ii. The Company has made provision, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long-term contracts.

iii. There are 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 as

disclosed in the Note no. 40(e), no funds have been advanced or loaned or invested (either /rffy*—

from borrowed funds or share premium or any other sources or kind of funds by the ((off UfO/u
Company to or in any other persons or entities, 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 as
disclosed in Note no. 40(f), no funds have been received by the Company from any
persons or entities, 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

(c) Based on such audit procedures that we considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used
accounting softwares 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
softwares. Further, during the course of our audit we did not come across any instance
of the audit trail feature being tampered with.

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 and on behalf of
Satya Prakash Natani & Co.

Chartered Accountants

Firm''s Registration No.: 11543S40=:55^

V,

hf_u

W II *1**0.04509,18

Satya Prakash Natani / *))

Partner ----

Membership No.: 048091

Mumbai

Date: May 31, 2024

UDIN No.: 24048091BKAPWH1249

---

Sep 30, 2013

We have audited the accompanying financial statements of M/S. VAS INFRASTRUCTURE LIMITED, which comprise the Balance Sheet as at 30th September, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

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

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

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

In our opinion and to the best of our information and according to the explanations given to us, the 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 subject to non provision of future liabilities of gratuity amount not ascertained, Profit Before Tax for the year is overstated and liabilities to that extent are understated hence these accounts to that extent are not in conformity with section 209(3) of the Companies Act, 1956 and AS-15 (revised 2005) on "Employees Benefits".

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September , 2013;

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

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; except for Accounting Standard (AS) - 15 (revised 2005) on "Employee Benefits" as stated in clause above.

e) On the basis of written representations received from the directors as on 30th September, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 30th September, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

The annexure referred to in the auditors report to the members of Vas infrastructure Limited for the Eighteen Months ended 30th September, 2013, We report that :- i) (a) The Company has maintained Proper Records showing Full Particulars including Quantitative Details and situation of Fixed Assets.

(b) It is informed to us that there is a Regular Program of Verification which, in our opinion, is Reasonable having regard to the size of the Company and the nature of its Fixed Assets.

(c) During the year, the Company has not disposed off a major part of the Plant & Machinery.

ii) (a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is Reasonable.

(b) 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.

iii) (a) The Company has taken Loans from Nine parties covered in the Register maintained under section 301 of the Companies Act 1956. The Maximum Amount outstanding during the year is Rs. 19,79,24,940/- and the Closing Balance at the year end is Rs. 4,86,91,269/-.

(b) The Company has granted unsecured loans to Ten parties covered in the register maintained under section 301 of the Companies Act, 1956. In aggregate the maximum amount involved during the year was Rs. 33,20,78,380/- and in aggregate the year end balance of loans given from such was Rs.18,97,72,211/-.

(c) In our opinion, the Rate of Interest and other Terms & conditions on which Loans have been taken from or granted to companies, Firms, or other Parties listed in the Register maintained under section 301 of the Companies Act 1956 are Prima Facie, Prejudicial to the Interest of the Company.

iv) In our opinion and according to the information and explanations given to us, there are adequate Internal Control Procedures Commensurate with the Size of the Company and the nature of its Business with regard to the Purchases of Inventory, Fixed Assets and Sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in Internal Controls.

v) 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.

vi) As the Company has not accepted any Deposits from the Public, therefore the provisions as to whether the Directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act 1956 and the Rules framed there under are not applicable.

vii) In our opinion, the Company has an Internal Audit System Commensurate with the Size and nature of its Business.

viii) Maintenance of Cost Records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act 1956, however it is certified by the management that the work & verification of cost Compliance is under Process & the same shall be produced after Completion.

ix) (a) The Company is Regular in depositing with Appropriate Authorities Undisputed Statutory Dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other Material Statutory Dues applicable to it except the following :

Sr. No. Particulars Period Amount 1. Vat Payable 2006-10 6400291.00

2. Service Tax Pay Soc. 2009-11 1136024.00

(b) According to the information and explanation given to us, there are No Dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

x) As there are no Accumulated Losses, the Provisions as to whether its Accumulated Losses are not less than 50% (Fifty Per Cent) of its Net Worth and whether it has incurred Cash Losses in such Financial Year and in the Financial Year the immediately preceding such Financial Year are not applicable

xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in Repayment of Dues to a Financial Institution or Bank or Debenture Holders.

xii) The Company has not granted any Loans & Advances on the basis of Security by way of Pledge of Shares, Debentures and other Securities. Hence the Provisions as to whether the Adequate Documents & Records are maintained and to point out the deficiencies, if any in this regard are not applicable.

xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Hence, the Provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order. 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Hence, the Provisions of Clause 4 (xiv) of the Companies (Auditor''s Report) Order. 2003 are not applicable to the Company.

xv) The Company has not given any Guarantee for Loans taken by others from Banks Or Financial Institutions. Accordingly the Provisions as to whether the Terms & Conditions in respect thereof are prejudicial to the interest of the Company are not applicable to the Company.

xvi) In our opinion, the Term Loans have been applied for the Purpose for which they were raised.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that Funds were raised on Short-Term have not been used for Long-Term Investments except Working Capital.

xviii) According to the information and explanation given to us, the Company has made Preferential Allotment of Shares to Parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xix) According to the information and explanation given to us, the Company has not issued any Debentures. Hence the Provisions as to whether Securities have been created in respect of Debentures issued are not applicable.

xx) According to the information and explanation given to us, the Company has not raised any money by Public Issues during the year, Hence the provisions as to whether the Management has disclosed on the End use of Money raised by Public Issues and whether the same has been verified are not applicable.

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

FOR KAKARIA & ASSOCIATES KAKARIA & ASSOCIATES

CHARTERED ACCOUNTANTS KAKARIA EXCELLENZA,



ROYAL FORTUNE,

DAMAN ROAD, CHALA,

VAPI- (WEST) - 396191. (JAIPRAKASH H. SHETHIYA)

P.A.NO.AAHFK2571P

PARTNER

M.NO. 108812

PLACE : MUMBAI

DATE : 03.02.2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of VAS INFRASTRUCTURE LIMITED as at 31st March, 2012 and the Profit & Loss Account and also the 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.

1. 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.

2. 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

b. 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 the books;

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and 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; subject to Point no 09 of notes to accounts.

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the State of affairs of the Company as at 31 st March, 2012;

ii) in the case of the Profit & Loss Account, of the profits of the Company for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE REPORT OF THE AUDITORS’ TO THE MEMBERS OF VAS INFRASTRUCTURE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST MARCH, 2012.

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

assets.

(b) We are informed that the fixed assets have been physically verified by the management during the year. There is a regular program of verification 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 a substantial part of the fixed assets.

2. (a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification

is Reasonable.

3. (a) (i) The Company has taken unsecured loans from Six parties covered in the register maintained under section 301 of

the Companies Act, 1956. In aggregate the maximum amount involved during the year was Rs. 13,55,44,283.34/- and in aggregate the year end balance of loans taken from such was Rs. 8,66,30,229.34/-.

(ii) The Company has granted unsecured loans to Seven parties covered in the register maintained under section 301 of the Companies Act, 1956.ln aggregate the maximum amount involved during the year was Rs. 14,26,12,874.12/- and in aggregate the year end balance of loans given to such was Rs. 7,56,00,832.46/-.

(b) There are no covenants, so we are not able to comment that whether the rate of interest and other terms and conditions of loans given by the company are prejudicial to the interest of the company. However we are informed that unsecured loans given are interest free, so in our opinion the rate of interest are prima facie prejudicial to the interest of the company.

(c) In absence of any covenants/agreements for repayment of principal amount and interest in respect of loans granted & taken, we are unable to make any comments about regularity in respect of the receipts and repayments of principal amount & interest. However the Company informed that the loans are granted to the Companies under the same management, the loans are interest free and are repayable on demand.

(d) In absence of any covenants/agreements for repayment of principal amount and interest in respect of loans granted and taken, we are unable to make any comments about whether there is any overdue amount. However the Company has informed us that loans are repayable on demand and therefore the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us under Section 301 of the Companies Act 1956 have been the transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. Compliance of Cost Records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act 1956. We are of the opinion that prima facie, the prescribed accounts and records have been made & maintained.

9. (a) The Company is regular in depositing undisputed income-tax, Service Tax, Professional Tax. It has been informed to us that Employees’ State Insurance, Wealth Tax, Custom Duty, Excise Duty, Cess are not applicable to the Company, However the following dues are outstanding for more than six months.

Sr. No. Statutory Dues Amount Paid Date

1. Service Tax (A.Y. 12-13) 4833162.00 -

2. Vat Payable (A. Y. 12-13) 248500.00 03.08.2012

3. Vat Payable (AY 11-12) 2268298.00 03.08.2012





(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income

tax as at 31st March, 2012.

10." In our opinion, the Accumulated Losses of the Company are not more than 50% (Fifty Per Cent) of its Net Worth. The Company has incurred Cash Losses during the Financial Year covered by our audit.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in Repayment of Dues to a Financial Institution or Bank or Debenture Holders.

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

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. The Company has maintained proper records and has made the timely entries of the transactions and contracts in respect of its dealing or trading in shares, securities, debentures and other investments. All shares have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the Term Loans have been applied for the Purpose for which they were raise.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that No Funds raised on Short-Term basis have 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 explanation given to us, the Company has made Preferential Allotment of Shares to Parties and Companies covered in the Register maintained under Section 301 of the Companies Act 1956. The Price at which Shares have been issued is not Prejudicial to the Interest of the Company.

19. According to the information and explanations given to us, no debentures have been issued during the year.

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

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

For KAKARIA & ASSOCIATES

Chartered Accountants

Firm Regn. No. 104558W

Jaiprakash H. Shethiya

Partner

Membership No. 108812

PLACE : MUMBAI

DATED : 14.08.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of VAS , INFRASTRUCTURE LIMITED as at 31st March, 2011 and the Profit & Loss Account and also the 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.

1. 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.

2. 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

b. 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 the books;

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and 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; subject to Point no 14 of notes to accounts.

e. On the basis of written representation received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, We report that 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.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011;

ii) in the case of the Profit & Loss Account, of the profits of the Company for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE REPORT OF THE AUDITORS' TO THE MEMBERS OF VAS INFRASTRUCTURE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST MARCH, 2011.

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

(b) We are informed that the fixed assets have been physically verified by the management during the year. There is a regular program of verification 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 a substantial part of the fixed assets.

2. (a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is Reasonable.

3. (a) (i) The Company has taken unsecured loans from seven parties covered in the register maintained under section 301 of the Companies Act, 1956.ln aggregate the maximum amount involved during the year was Rs. 10,26,87,210/- and in aggregate the year end balance of loans taken from such was Rs. 5,89,01,758/-.

(ii) The Company has granted unsecured loans to Thirteen parties covered in the register maintained under section 301 of the Companies Act, 1956.In aggregate the maximum amount involved during the year was Rs. 19,43,64,333/- and in aggregate the year end balance of loans taken from such was Rs. 16,81,27,163/-.

(b) There are no covenants, so we are not able to comment that whether the rate of interest and other terms and conditions of loans given by the company are prejudicial to the interest of the company. However we are informed that unsecured loans given are interest free, so in our opinion the rate of interest are prima facie prejudicial to the interest of the company.

(c) In absence of any covenants/agreements for repayment of principal amount and interest in respect of loans granted & taken, we are unable to make any comments about regularity in respect of the receipts and repayments of principal amount & interest. However the Company informed that the loans are granted to the Companies under the same management, the loans are interest free and are repayable on demand.

(d) In absence of any covenants/agreements for repayment of principal amount and interest in respect of loans granted and taken, we are unable to make any comments about whether there is any overdue amount. However the Company has informed us that loans are repayable on demand and therefore the question of overdue amounts does not arise

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us under Section 301 of the Companies Act 1956 have been the transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. No Maintenance of Cost Records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act 1956. Hence the provisions as to whether such Accounts & Records have been made and maintained are not applicable.

9. (a) The Company is regular in depositing undisputed income-tax, Service Tax, Professional Tax. It has been informed to us that Employees' State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess are not applicable to the Company, However the following dues are outstanding for more than six months.

Sr. No. Statutory Dues Amount

1. Service TAx (A Y11 -12) 536,415.00

2. VAT Payable (AY 11-12) 175,000.00

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax as at 31st March, 2011.

10. As there are no Accumulated Losses, the Provisions as to whether its Accumulated Losses are not less than 50% (Fifty Per Cent) of its Net Worth and whether it has incurred Cash Losses in such Financial Year and in the Financial Year the immediately preceding such Financial Year are not applicable.

11. According to the information and explanations given to us, the Company has not taken any loans from financial institution or bank or debenture holders, so question of default in repayment of dues does not arise.

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

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. The Company has maintained proper records and has made the timely entries of the transactions and contracts in respect of its dealing or trading in shares, securities, debentures and other investments. All shares have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the Company has not borrowed by way of term loan during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not raised any funds from Banking or Financial Institution during the year.

18. According to the information and explanation 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 Companies Act 1956. Hence the Provisions as to whether the Price at which Shares have been issued is Prejudicial to the Interest of the Company are not applicable.

During the year under Consideration the company has received a sum of Rs 3,43,91,375.00 as Warrant Application money as consideration towards preferential Allotment of Shares to Parties and Companies covered in the Register maintained under Section 301 of the Companies Act 1956.

19. According to the information and explanations given to us, no debentures have been issued during the year.

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

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



For KAKARIA & ASSOCIATES

Chartered Accountants

Firm Regn. No.104558W

Jaiprakash H. Shethiya

Partner

Membership No. 108812

PLACE : MUMBAI

DATED : 15.07.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of VAS INFRASTRUCTURE LIMITED as at 31st March, 2010 and the Profit & Loss Account and also the 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.

1. 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 reasonaDle basis for our opinion.

2. 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

b. 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 the books;

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and 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; subject to Point No. 3 of notes to accounts.

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2010;

ii) in the case of the Profit & Loss Account, of the profits of the Company for the year ended on that date; and

iii) in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE REPORT OF THE AUDITORS TO THE MEMBERS OF VAS INFRASTRUCTURE LIMITED QN THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST MARCH, 2010.

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

(b) We are informed that the fixed assets have been physicaily verified by the management during the year. There is a regular program of verification 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 a substantial part of the fixed assets.

2. (a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification

is reasonable.

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

4. In respect of transactions covered under section 301 of the Companies Act,1956

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

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

6. The Company has an internal audit system commensurate with the size and nature of the business.

7. No Maintenance of Cost Records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956. Hence the provisions as to whether such Accounts & Records have been made and maintained are not applicable.

8. (a) The Company is regular in depositing undisputed income-tax, Service Tax, Professional Tax. It has been informed to us

that Provident Fund, Employees State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess are not applicable to the Company. There are no arrears as at 31st March, 2010 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of income tax as at 31st March, 2010.

(c) Effects of Applicability of Service Tax on account of Recent Amendment in Budget are not accounted for as necessary information & documentation was not made available for Verification.

9. As there are no Accumulated Losses, the Provisions as to whether its Accumulated Losses are not less than 50% (Fifty Per Cent) of its Net Worth and whether it has incurred Cash Losses in such Financial Year and in the Financial Year the immediately preceding such Financial Year are not applicable.

10. According to the information and explanations given to us, the Company has not taken any loans from financial institution or bank or debenture holders, so question of default in repayment of dues is not arise.

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

12. 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.

13. The Company has maintained proper records and has made the timely entries of the transactions and contracts in respect of its dealing or trading in shares, securities, debentures and other investments. All shares have been held by the Company in its own name.

14. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks or financial institutions.

15. According to the information and explanations given to us, the Company has not borrowed by way of term loan during the year.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not raised any funds from Banking or Financial Institution during the year.

17. During the year under review the company has made preferential allotment of 25,00,000 No. of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 & the same is as per the Guidelines issued by the Bombay Stock Exchange & the company has received full consideration towards the Allotment from the Allotees.

In our opinion, the Price at which Shares have been issued is not Prejudicial to the Interest of the Company.

18. According to the information and explanations given to us, no debentures have been issued during the year.

19. The Company has not raised any money through a public issue during the year.

20. Based upon the audit procedures performed and information given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For KAKARIA & ASSOCIATES

Chartered Accountants

Jaiprakash H. Shethiya

Partner

Membership No. 108812

PLACE : MUMBAI

DATED : 25.08.2010