Auditor Report of Om Infra Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of Om Infra Limited (“the Company”), which includes its
9 Joint Operations, which comprise the Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year ended 31
March, 2025, and notes to the Standalone Financial Statements including a summary of significant accounting policies and
other explanatory information. Company’s Financial statements includes financial statements of 9 Joint Operations audited by
other auditors, report of which have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is
based solely on the report of other auditors.

In our opinion and to the best of our information and according to the explanations given to us and based on the
considerations of the other auditor''s on separate financial statements of Joint Operations referred to in "Other matters" section
below , the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ( "the act") the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the act read with the companies (Indian Accounting Standards) , Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and the profit,
and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors
in terms of their reports referred to in the "Other Matters" section below, is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements for the year ended on 31st March , 2025. These matters were addressed in the context of our
audit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in

our report.

Key Audit Matter	Auditor’s Response
l.Revenue Recognition Other Than Real Estate There are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition.	Principal Audit Procedures Other Than Real Estate We performed the following procedures for selected contracts of customers as sample:
The Company recognizes revenue and profit/loss on the basis of stage of completion based on the milestone approved by project authority.	• Identification of distint performance obligation and evalute the process of estimation of cost to complete of selected contracts. We also reviewed the process of revenue recognition used in recording and disclosing revenue in accordance with company''s accounting policies and revenue accounting standard.
Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate.	• For the sample selected, reviewing for change orders and the impact on the estimated costs to complete;
Refer to Note no. 33 & 48 Of Standalone Financial Statements	• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Real Estate	Real Estate
Revenue from sale of constructed properties is recognised at a ‘Point of Time’, when the Company satisfies the performance obligations, which generally coincides with completion/possession of the unit.	Our audit procedures on revenue recognition from real estate included the following:
Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding timing of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. Due to judgement and estimates involved, revenue recognition is considered as key audit matter.	• We verified performance obligations satisfied by the Company; • We tested flat buyer agreements/sale deeds, occupancy certificates (OC), project completion, possession letters, sale proceeds received from customers to test transfer of controls; • We conducted site visits during the year to understand status of the project and its construction status; • We verified calculation of revenue to be recognised and matching of related cost; • We verified allocation of common cost to units sold and estimates of cost yet to be incurred before final possession of units.
2. Evaluation of uncertain tax positions The Company has material uncertain tax positions including search & Seizure including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Principal Audit Procedures Obtained details of completed tax assessments and demands during the year from management. We involved our internal experts to challenge the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions.
Refer Note 49 to the Standalone Financial Statements.	Additionally, we considered the effect of new information in respect of uncertain tax positions during the year to evaluate whether any change was required to management’s position on these uncertainties.
3. Recoverability of Indirect and Direct tax receivables	Principal Audit Procedures
As at March 31, 2025, non-current assets in respect of withholding tax and others include Cenvat recoverable amounting to Rs 844.25 Lacs (P.Y. Rs. 750.11 Lacs) which are pending for adjudication and current excess input of GST Rs 556.94 Lacs (P.Y. Rs.609.14 Lacs).	We have involved our internal experts to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon final resolution.
	We have checked the reconciliation prepared by management for GST input, but same reconciliations are not matched with books.

Emphasis of Matter

1 Company''s creditors have not submitted their status regarding classification as Micro, Small, and Medium Enterprises (MSME)
under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Under the MSMED Act, the company is
required to provide for interest on delayed payments to MSME creditors. Due to the lack of information on the classification of
these creditors, the company has not been able to make the necessary interest provisions. This omission could have financial
and legal implications, including potential non-compliance with the Act. We did not modify our opinion on the same.

2 The Company has not obtained Work Completion Certificates for the majority of its project sites. In the absence of such
documentation, we are unable to comment on the completion status of these projects. Our opinion is not modified in respect of
this matter.

3 The Company has not obtained balance confirmations from debtors and creditors. Consequently, we are unable to
independently verify the accuracy of the outstanding balances as at the balance sheet date. However, we have reviewed the
underlying invoices and corresponding payment records, and based on our audit procedures, we are satisfied with the
recoverability and payability of such balances. Our opinion is not modified in respect of this matter.

4 As stated in Note no. 55(a) to the financial statements, The Company''s non-current investments as at 31 March 2025 include
investments aggregating Rs 5589.70 Lacs and advances amounting to Rs 6024 Lacs (Previous Year: Rs. 6492.80 Lacs) in its
subsidiary, Bhilwara Jaipur Toll Road Private Limited. These investments and advances are considered good and recoverable
by the management.

The Special Purpose Vehicle (SPV) has filed for termination with the respective authority and claimed the amount invested
along with termination payments as per the concession agreement, amounting to Rs. 61,200.00 Lakhs. The arbitrator has
awarded Rs. 77,943.00 Lakhs in favour of the SPV. Out of this awarded amount, the SPV has received Rs. 25,054.00 Lakhs to
comply with the commercial court''s order. This amount has been used to repay loans and cover other expenses. Amount
Received from PWD is treated as current liability in Financial statements of SPV.

However, neither the arbitration award nor the amount received from the government has been accounted for in the SPV''s
financial statements as of the balance sheet date. This is because the Public Works Department (PWD) has challenged the
arbitrator''s award in an appeal to the High Court. Given the ongoing legal proceedings, the recognition of this amount in the
financial statements has been deferred until there is a final resolution of the case. Our opinion is not modified in respect of the
same.

5 As Stated note no. 55(b) to the financial statements, The Company''s non-current investments as at 31 March 2025 include
investments aggregating Rs 2.50 Lacs and advances amounting to Rs 784.43 Lacs (Previous Year: Rs. 748.14 Lacs) in its Joint
Venture, Gurha Thermal Power Company Limited. These investments and advances are considered good and recoverable by
the management.

The Joint Venture has filed for termination with the respective authority (DISCOMS) and has claimed the amount invested
along with termination payments. Initially, the Rajasthan Electricity Regulatory Commission (RERC) dismissed the claim.
Subsequently, the Joint Venture preferred an appeal before the Appellate Tribunal for Electricity (APTEL).

APTEL ruled in favour of the Joint Venture, awarding a total of Rs. 5,390.92 Lakhs, inclusive of interest. However, this verdict
has not been accounted for in the Joint Venture''s financial statements as of the balance sheet date. The decision has not been
recognized in the financial statements due to an appeal filed against the APTEL''s verdict in the Honourable Supreme Court. As
the final outcome remains uncertain, the Joint Venture has deferred the recognition of the awarded amount in its financial
records. Our opinion is not modified in respect of the same.

Other Matter

(i) As per Annexure C which is seprately attached to this report, The Company has prepared a separate set of statutory financial
statements for nine joint operations for the year ended 31 March 2025 in accordance with IND AS. These financial statements
have been audited by other auditors under generally accepted auditing standards applicable in India. We did not separately
audit these financial statements of joint operations included in the standalone financial results, whose financial statements
reflect total assets of Rs. 15970.44 Lacs as at 31 March 2025, total income of Rs. 28659.69 Lacs, and net profit after tax of Rs.
1402.53 Lacs for the year ended on that date, as considered in these standalone financial results. Our opinion, insofar as it
relates to the amounts and disclosures included for these joint operations, is based solely on the reports of the other auditors
and the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion is
not qualified in respect of this matter.

(ii) As stated in note no. 63 to the financial statements, The Company made claims against customer/parties/subsidiaries/Joint
ventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yet
to be finalized by both the parties amounting to Rs. 58116.80 Lacs (P.Y. Rs. 55719.44 lacs) net off counter claims of Rs.
1521.02 lacs (P.y. Rs. 1805.74 lacs). Outcome of such claims are presently unascertainable. No adjustment has been made in
the standalone financial statements. Our opinion is not qualified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report,
Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone
financial statements and our auditor’s report thereon.

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

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

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

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

The Company’s Management and the Board of Directors are responsible for the preparation and presentation of these
standalone annual financial statements that give a true and fair view of the net profit/ loss and other comprehensive income
and other financial information in accordance with the recognition and measurement principles laid down in Indian
Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and
in compliance with Regulation 33 of the Listing Regulations.

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

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

The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting
software.

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

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

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

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

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

internal control.

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

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

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

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

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 controls with reference to financial
statements that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A” statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The report(s) on the accounts of the segments office(s) i.e joint operations of the Company audited under section 143 (8) of the
Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equity
and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns
received from the Joint operations, not visited by us.

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

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

g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference
to Standalone Financial Statements.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16)
of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read
with Schedule V of the Act

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

a) The company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in
Note no. 49 to the Standalone Financial Statement.

b) The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on Long Term Contracts including derivative contracts.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the company.

d)

a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or
invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any
persons or entities, including foreign entities (‘the 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 (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like
on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the
Company from any persons or entities, including foreign entities (‘the 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 performed as considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above
contain any material misstatement.

e) The final dividend proposed for the previous year, declared and paid by the Company during the year is in accordance with
Section 123 of the Act, as applicable

As stated in Note 69 to the Standalone Financial Statements, the Board of Directors of the Company has proposed final
dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend
proposed is in accordance with Section 123 of the Act, as applicable.

f) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of
account for the year ended 31st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we
did not come across any instance of the audit trail feature being tampered with.

For Ravi Sharma & Co.

Chartered Accountants
FRN: 015143C

CA Sourabh Jain
Partner
M. No. 431571
DATE: 30.05.2025
Place: Delhi

UDIN: 25431571BMOLUM2167

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Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Om Infra Limited (formerly known as Om Metals Infraprojects Ltd.) ("the Company"), which includes its joint operations, which comprise the Balance Sheet as at 31st March, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements including a summary of significant accounting policies and other explanatory information. Company''s Financial statements includes financial statements 9 Joint Operations audited by other auditors, report of which have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the act read with the companies (Indian Accounting Standards) , Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and the profit, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

The Company''s financial statements have been audited under the Act have complied with the requirements of audit trail . Further no instance of audit trail feature being tampered with, was noted in respect of the accounting software.

Emphasis of Matter

1 Company''s creditors have not submitted their status regarding classification as Micro, Small, and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Under the MSMED Act, the company is required to provide for interest on delayed payments to MSME creditors. Due to the lack of information on the classification of these creditors, the company has not been able to make the necessary interest provisions. This omission could have financial and legal implications, including potential non-compliance with the Act. We did not modify our opinion on the same.

2 As stated in Note no. 57(a) to the financial statements, The Company''s non-current investments as at 31 March 2024 include investments aggregating Rs. 5589.70 Lacs and advances amounting to Rs. 6492.81 Lacs (Previous Year: Rs. 9757.72 Lacs) in its subsidiary, Bhilwara Jaipur Toll Road Private Limited. These investments and advances are considered good and recoverable by the management.

The Special Purpose Vehicle (SPV) has filed for termination with the respective authority and claimed the amount invested along with termination payments as per the concession agreement, amounting to Rs. 61,200.00 Lakhs. The arbitrator has awarded Rs. 77,943.00 Lakhs in favor of the SPV. Out of this awarded amount, the SPV has received Rs. 25,054.00 Lakhs to comply with the commercial court''s order. This amount has been used to repay loans and cover other expenses. Amount Received from PWD is treated as current liability in Financial statements of SPV.

However, neither the arbitration award nor the amount received from the government has been accounted for in the SPV''s financial statements as of the balance sheet date. This is because the Public Works Department (PWD) has challenged the arbitrator''s award in an appeal to the High Court. Given the ongoing legal proceedings, the recognition of this amount in the financial statements has been deferred until there is a final resolution of the case.

3 As Stated point no. 57(b) to the financial statements, The Company''s non-current investments as at 31 March 2024 include investments aggregating Rs. 2.50 Lacs and advances amounting to Rs. 748.14 Lacs (Previous Year: Rs. 747.98 Lacs) in its Joint Venture, Gurha Thermal Power Company Limited. These investments and advances are considered good and recoverable by the management.

The Joint Venture has filed for termination with the respective authority (DISCOMS) and has claimed the amount invested along with termination payments. Initially, the Rajasthan Electricity Regulatory Commission (RERC) dismissed the claim. Subsequently, the Joint Venture preferred an appeal before the Appellate Tribunal for Electricity (APTEL).

APTEL ruled in favor of the Joint Venture, awarding a total of Rs. 5,390.92 Lakhs, inclusive of interest. However, this verdict has not been accounted for in the Joint Venture''s financial statements as of the balance sheet date. The decision has not been recognized in the financial statements due to the possibility of an appeal being filed against the APTEL''s verdict in the Honorable Supreme Court. As the final outcome remains uncertain, the Joint Venture has deferred the recognition of the awarded amount in its financial records.

4 Company''s Joint Venture Om Metals SPML Joint Venture Rwanda''s Statotory Auditor L S Kumar & Associates, reported that RSSB & TPR Rwanda Taxes outstanding on 31.03.2024 are not paid since one year. As per Management the payment is in process.

Other Matter

(i) As per Annexure C which is seprately attached to this report, The Company has prepared a separate set of statutory financial statements for nine joint operations for the year ended 31 March 2024 in accordance with accounting principles generally accepted in India. These financial statements have been audited by other auditors under generally accepted auditing standards applicable in India. We did not seprately audit the these financial statements of joint operations included in the standalone financial statements, whose financial statements reflect total assets of Rs. 13091.17 Lacs as at 31 March 2024, total income of Rs. 39747.51 Lacs, and net profit aftertax of Rs. 12.86 Lacs for the year ended on that date, as considered in these standalone financial statements. Our opinion, insofar as it relates to the amounts and disclosures included for these joint operations, is based solely on the reports of the other auditors and the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion is not qualified in respect of this matter

(ii) As stated in note no. 66 to the financial statements, The Company made claims against customer/parties/ subsidiaries/Joint ventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yet to be finalized by both the parties amounting to Rs. 55719.44 Lacs (P.Y. Rs. 54850.14 lacs) net off counter claims of Rs.1805.74 lacs (P.y. Rs. 2517.16 lacs). Outcome of such claims are presently unascertainable. No adjustment has been made in the standalone financial statements. Our opinion is not qualified in respect of this matter.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. The Key audit matters on financial statements of Engineering and Hotel Segments and joint operations of the Company are provided by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

Key Audit Matter	Auditor''s Response
l.Revenue Recognition	Principal Audit Procedures
Other Than Real Estate	Other Than Real Estate
There are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition.	Our procedures included:
The Company recognizes revenue and	• Testing of the design and implementation of controls involved for the
profit/loss on the basis of stage of	determination of the estimates used as well as their operating
completion based on the milestone approved by project authority.	effectiveness;
Cost contingencies are included in these	• Testing the relevant information technology systems'' access and change
estimates to take into account specific	management controls relating to contracts and related information used in
uncertain risks, or disputed claims against	recording and disclosing revenue in accordance with the new revenue
the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate.	accounting standard; • Testing a sample of contracts for appropriate identification of performance obligations; • For the sample selected, reviewing for change orders and the impact on the estimated costs to complete; • Engaging technical experts to review estimates of costs to complete for sample contracts; and • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Real Estate Revenue from sale of constructed properties is recognised at a ''Point of Time'', when the Company satisfies the performance obligations, which generally coincides with completion/possession of the unit. Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding timing of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. Due to judgement and estimates involved, revenue recognition is considered as key audit matter.	Real Estate Our audit procedures on revenue recognition included the following: • We verified performance obligations satisfied by the Company; • We tested flat buyer agreements/sale deeds, occupancy certificates (OC), project completion, possession letters, sale proceeds received from customers to test transfer of controls; • We conducted site visits during the year to understand status of the project and its construction status; • We verified calculation of revenue to be recognised and matching of related cost; • We verified allocation of common cost to units sold and estimates of cost yet to be incurred before final possession of units.
2. Evaluation of uncertain tax positions	Principal Audit Procedures
The Company has material uncertain tax	Obtained details of completed tax assessments and demands during the
positions including search & Seizure	year from management. We involved our internal experts to challenge the
including matters under dispute which	management''s underlying assumptions in estimating the tax provision and
involves significant judgment to determine	the possible outcome of the disputes. Our internal experts also considered
the possible outcome of these disputes.	legal precedence and other rulings in evaluating management''s position on these uncertain tax positions.
Refer Note 50 to the Standalone Financial	Additionally, we considered the effect of new information in respect of
Statements.	uncertain tax positions during the year to evaluate whether any change was required to management''s position on these uncertainties.
3. Recoverability of Indirect and direct	Principal Audit Procedures
As at March 31, 2024, non-current assets	We have involved our internal experts to review the nature of the amounts
in respect of withholding tax and others	recoverable, the sustainability and the likelihood of recoverability upon
include Cenvat recoverable amounting to Rs. 750.11 Lacs (P.Y. Rs. 739.36 Lacs) which are pending for adjudication and current excess input of GST Rs.609.14 Lacs (P.Y. Rs.1765.31 Lacs).	final resolution. We have checked the reconciliation prepared by management for GST input, but same reconciliations are not matched with books.

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial statements that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

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

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

The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The report(s) on the accounts of the segments office(s) i.e joint operations of the Company audited under section 143 (8) of the Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the Joint operations, not visited by us.

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

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

g) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

a) the company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no. 50 to the Financial Statement.

b) The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on Long Term Contracts including derivative contracts.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

d)

a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the 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 (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (''the 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 performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

e) The Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Ravi Sharma & Co.

Chartered Accountants

FRN:015143C

CA Sourabh Jain

Partner

M. No. 431571

UDIN: 24431571BKEZQZ8522

Place: Delhi

Date:23-05-2024

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Mar 31, 2023

Independent Auditor''s Report

To the Members of M/s. Om Infra Limited (formerly known as Om Metals Infraprojects Ltd.,)

Report on the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of Om Infra Limited [formerly known as Om Meta is Infra projects Ltd.) ("the Company"), which includes its joint operations, which comprise the Balance Sheet as at 31st March, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements including a summary of significant accounting policies and other explanatory information. Company''s Financial statements Includes financial statements 8 Joint Operations audited by other auditors and 1 unaudited joint operation, report of which have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

In our opinion and to the best of our information and according to the explanations given to us, except for the matters discussed in basis of qualified opinion, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the act read with the companies (Indian Accounting Standards) , Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, arid the profit, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of qualified opinion

1. As stated in Note 58(d) to the standalone financial statements, The Company''s non-current investments as at 31 March 2023 include investments aggregating Rs. 2,50 Lacs and advances of Rs. 747.66 Lacs (P.y. 747.66 Lacs) in the name of Gurha Thermal Power Company Limited (GTPCL); being considered good and recoverable by the management.

GTPCL has filed termination to their respective authority and claimed the amount Invested and termination payments as per concession agreement of Rs. 3940.72 Lacs and such matter is pending Appellate authority.

So far as this matter indicates material uncertainty about the going concern of joint venture and as In our view, recoverability of the amount Invested and advance provided not certain but no provisioning has been made against such probable non recovery of complete investment and loans. No Interest has been provided by the company on advances granted to joint venture for four years. Management ls of the view that such claim of GTPCL have merits and will be in favor of SPV and amount invested and advance provided will be recovered. Our opinion is modified in respect of the same.

Such Matter is pending and reported since 31.03.2019.

2, Financial Statements, includes financial statements of one joint operation, whose financial statements reflect total assets Rs. 855.66 Lacs as at 31 March 2023, and total revenues of Rs. 1.06 lacs and Met loss of joint operation of Rs. 100.88 Lacs for the year ended on that date, as considered in these standalone financial statements. The Company had prepared separate set of statutory financial statements of joint operations for the years ended 31 March 2023 in accordance with accounting principles generally accepted in India. Audited financial statements of such entities are not made available to us. Our opinion in respect of these joint operations is qualified in respect of this matter.

3. During the year, company has booked sales of Rs. 615.04 iacs in Joint Operation, Om Metals-SPML Joint Venture in the month of May, 2022. Company has reversed sales of the same amount in the month of march, 2023. The same is on account of rejection of the amount the project authority as per management discussion and such transaction has revenue neutral as per management. But as per accounting policy, invoice to be recorded as revenue only when it is approved by project authority. But as per facts produced by the management and qualification received by auditor, such revenue booked without approval of project authority. So we cannot rely on the books audited by the auditor. Company''s financial statements includes sales of RS. 1652.00 lacs , profit after tax of Rs. 131,95 lacs and total assets of Rs. 2000 iacs. We qualify the balance sheet and statement of profit and loss produced by auditor as such books of accounts are not in line with accounting policies of company.

Emphasis of Matter

1. Company real estate division has debtors of Rs, 3S.83 Lacs but as per registries with government authorities, Such amount has been received. We found deficiency in registry process while reconciling with books of accounts and amount collection afterwards. We do not qualify our opinion on the same.

2. As stated in Mote 53{a} to the standalone financial statements, The Company''s non-current investments as at 31 March 2G23 include investments aggregating Rs. 55E9.7Q Lacs and advances of Rs. 9757.72 Lacs (P.V. 10324.31 Lacs) in the subsidiary, Bhilwara Jaipur Toll Road Private Limited; being considered good and recoverable by the management.

Subsidiary has filed termination to their respective authority and claimed the amount invested and termination payments as per concession agreement of Rs. 61200.00 Lacs and arbitrator awarded 77943.00 Lacs in favor of company. Subsidiary has not accounted this award till balance sheet date as such award is eligible for appeal.

As per management. Such award will be recorded as soon as company gets unconditional right to receive such amount. Our opinion is not modified in respect of the same,

3. Company''s two Joint Ventures of Ghana and Rwanda, compliance of foreign withholding taxes is not available with the auditors (L S Kumar & Associates) report. Hence we are unable to provide our true and fair view on this matter.

Other Matter

{1) We did not audit the separate financiat statements of eight joint operations, included in these standalone financial statements, whose financial statements reflect total assets of Rs. 10050.63 lacs as at 31 March 2023, and total revenues of Rs 31168.86 Lacs and Met profit after tax of Rs. 351.83 Lacs for the year ended on that date, as considered In these standalone financial statements. The Company had prepared separate set of statutory financial statements of these joint operations for the years ended 31 March 2023 in accordance with accounting principles generally accepted in India and which have been audited by other auditors under generally accepted auditing standards applicable in India. Our opinion in so far as it relates to the amounts and disclosures in respect of these joint operations is solely based on report of the other auditors and the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion is not qualified in respect of this matter.

(ii) As stated in Mote 67 to the standalone financial statements. Company made claims against customer/parties/ subsidiaries/Joint ventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yet to be finalized by both the parties amounting to Rs. 54850.14 Lacs (P.y, Rs, 62464.41 lacs) net off counter claims of Rs. 2517.16 lacs (P''.y. Rs.2343.38 lacs). Outcome of such claims are presently unascertainable. Mo adjustment has been made in the standalone financial statements. Our opinion is not qualified in respect of this matter.

jiii) GST INPUT accounts of the company is not reconciled with GSTR 2A/2E5 available at GST common portal. Our opinion fs not modified in respect of the same.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. The Key audit matters on financiat statements of Engineering and Hotel Segments and joint operations of the Company are provided by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.

	S.no,	Key Audit Matter	Auditor''s Response
	1.	Revenue Recognition
			Principal Audit Procedures

		Other Than Real Estate There are significant accounting Judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition. The Company recognizes revenue and profit/loss on the basis of stage of completion based on the milestone approved by project authority., Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate. Real Estate Revenue from sale of constructed properties is recognised at a ''Point of Time'', when the Company satisfies the performance obligations, which generally coincides with compfetion/possession of the unit, Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding	Other Than Real Estate Our procedures included: • Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness; • Testing the relevant information technology systems'' access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard; 9 Testing a sample of contracts for appropriate Identification of performance obligations; • For the sample selected, reviewing for change orders and the impact on the estimated costs to complete; • Engaging technical experts to review estimates of costs to complete for sample contracts; and • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. Real Estate Our audit procedures on revenue recognition included the following: • We verified performance obligations satisfied by the Company; • We tested flat buyer agreements/saie deeds, occupancy certificates (OC), project completion, possession letters, sale proceeds received from customers to test transfer of controls; • We conducted site visits during the year to understand status of the project and its construction status; • We verified calculation of revenue to be recognised and matching of related cost;

		tinning of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. Due to judgement and estimates Involved, revenue recognition is considered as key audit matter.,	* We verified allocation of common cost to units sold and estimates of cost yet to be incurred before final possession of units.
	2.	Evaluation of uncertain tax positions The Company has material uncertain tax positions including search Si Seizure including matters under dispute which Involves significant Judgment to determine the possible outcome of these disputes. Refer Mote 51 to the Standalone Financial Statements.	Principal Audit Procedures Obtained details of completed tax assessments and demands during the year from management. We involved our internal experts to challenge the management''s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positrons. Additionally, we considered the effect of new Information in respect of uncertain tax positions during the year to evaluate whether any change was required to management''s positron on these uncertainties.
	3.	Recoverability of Indirect and direct tax receivables As at March 31, 2023, noncurrent assets in respect of withholding tax and others include Cenvat recoverable amounting to Rs. 739,36 Lacs (P.V. Rs, 847.90 Lacs) which are pending for adjudication and current excess input of GST Rs. 1765.31 Lacs (P.Y. Rs. 1567.39 Lacs).	Principal Audit Procedures We have involved our internal experts to review the nature of the amounts recoverable,, the sustainability and the likelihood of recoverability upon final resolution. We have checked the reconciliation prepared by management for GST input, but same reconciliations are not matched with books.

		Assessment of the carrying	Besides obtaining an understanding of Management''s
	4.	value of unquoted equity	processes and controls with regard to testing the
		instruments in foss making	impairment of the unquoted equity instruments in loss
		subsidiaries and joint ventures.	making subsidiaries and joint ventures.
		The impairment review of	Our procedures included the following:
		unquoted equity instruments	• Engaged interna! fair valuation experts to challenge
		and debt, with a carrying value	management''s underlying assumptions and
		of Rs 47.50 lacs (P.V. Rs. 5675.92 Lacs), is considered to	appropriateness of the valuation model used:
		be a risk area due to the size of	« Compared the Company''s assumptions with
		the balances as well as the	comparable benchmarks in relation to key inputs such as
		judgmental nature of key assumptions, which may be	long-term growth rates and discount rates;
		subject to management	* Assessed the appropriateness of the forecast cash
		override.	flows within the budgeted period based on their
		The carrying value of such	understanding of the business and sector experience;
		unquoted equity instruments	* Considered historical forecasting accuracy, by
		and debt is at risk of	comparing previously forecasted cash flows to actual
		recoverability. The net worth of	results achieved; and
		the underlying entities has	• Performed a sensitivity analysis in relation to key
		significantly eroded and the orders in hand are below the break-even production levels of this facilities. The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows.	assumptions.
		Refer to Note 9 of the
		Standalone Financial
		Statements

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the Information included in the Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon*

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

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

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

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 accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from materia! misstatement, whether due to fraud or error.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report} Order, 2020 ("the Order")., issued by the Centrai Government of India in terms of sub-section (11} of section 143 of the Companies Act, 2013, we give in the Annexure "A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for the matter described in the basis of qualified opinion paragraph,

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 report(s) on the accounts of the segments office(s) i.e joint operations of the Company audited under section 143 (8) of the Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the Joint operations, not visited by us

e) Except for the effects of the matter described in the basis for qualified opinion paragraph, In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of the written representations received from the directors as on 31st March ,2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 1G4 (2) of the Act,

g) With respect to the adequacy of the internal financial controls with reference to these standa lone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B''¹'' to this report;

h) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

a) the company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no 51 to the Financial Statement.

b) The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on Long Term Contracts including derivative contracts.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

d)

a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested [either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the 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 (^Jthe Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, Including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, fend 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 performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement

e) The Board of Directors of the Company have proposed final dividend for the year ended 31 March 2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent It applies to declaration of dividend.

For Ravi Sharma & Co.

Chartered Accountants FRN:015143C

CA Sourabh Jain

Partner

M. No. 431571

UDIN: 23431571BGYCKZ2B28 Place: Delhi D ate :27/04/2023

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Mar 31, 2018

Report on the Financial Statement

We have audited the accompanying standalone Ind AS financial statements of OM METAL INFRAPROJECTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. in which are incorporated financial statements of Engineering, Hotel Divisions of the Company audited by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division is based solely on the report of other auditors.

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of

a. the statement of Financial Position of the Company as at March 31, 2018,

b. Statement of comprehensive income,

c. Statement of cash flows

d. Statement of changes in equity for the year ended on that date.

Other matter(s)

(i) We did not audit the financial statements of Four unincorporated integrated joint ventures/PF, included in the standalone financial statements, whose financial statements reflect Company''s net share in profit of Rs 1354.83 Lacs for the year ended 31 March 2018. These financial statements have been audited by other auditors whose audit reports have been furnished to us, by the management, and our opinion on the standalone financial statements of the Company for the year then ended to the extent they relate to the financial statements not audited by us as stated in this paragraph is based on solely on the audit reports of the other auditors. Our opinion is not qualified in respect of this matter.

(ii) We did not the audit the financial statements of company''s overseas branch of Engineering Division located at Nepal reflecting Loss before tax of Rs. 22.26 Lacs for the year ended 31 March 2018, which are incorporated in Engineering Division. These financial statements are audited by branch auditor and certified by the Company''s management, as reported by the Branch Auditor of the Engineering Division. In our opinion on the standalone financial statements of the Company for the year then ended to the extent they relate to the financial statements as stated in this paragraph is based solely on, on such management certified financial statements. Our opinion is not qualified in respect of this matter.

(iii) The Financial statements in connection with the trade receivables amounting to Rs. 57.57 Lacs which are subject matters of arbitration proceedings/ negotiations with the project authorities due to some disputes. The management of the company, keeping in view the status and the outcome of arbitration proceedings and the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues.Our report is not qualified in respect of these matters.

(iv) Standalone financial statements includes unaudited financial statement of joint operation Om-SPML JV Rawanda, for which we qualify the report.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches i.e. Engineering and Hotel Divisions of the Company not visited by us;

c) The report(s) on the accounts of the branch office(s) i.e. Engineering, & Hotel Divisions of the Company audited under section 143 (8) of the Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

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

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(f) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

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

i. the company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no 44 to the Financial Statement.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on Long Term Contracts including derivative contracts.

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

Annexure referred to in paragraph 1 under the heading of "Report on other legal and Regulatory requirements" of the independent Auditor''s Report on the Financial Statements of Om Metals Infra-projects Limited ("The Company'''') for the year ended on 31^st March 2018.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the Financial Statements of the Divisions of Engineering and Hotel of the Company we report that:

(i) In respect of fixed assets:

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

b. The fixed assets were physically verified during the year by the management in accordance with a program of verification, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification as compared to books records.

c. The title deeds of all the immovable properties are held in the name of the company except for the below:

Name of Property	Located at	Carrying Value	Title Deed in the name of
Industrial Land & Building	Plot No A -37-38, A-21-22, B -26, Industrial Estate , Kota	3.00	Om Metals & Mineral P Ltd*
Industrial Land & Building	Plot No B -131, IPIA, Kota	- - -	Om Structural India P Ltd**
Industrial Land & Building	Special - 1, IPIA, Kota	L and -2443.82 Building 282.83	Om Rajasthan Carbide Ltd**
Industrial Land & Building	Special - 1A, IPIA, Kota	Land - 1876.18 Building - 47.89	Jupitar Manufacturing P Ltd**
Commercial Building	NBCC Plaza, IVth Floor, Sector -11, Pushp Vihar, Saket, Delhi	2100.00	Pending for registration

*these are the earlier name of "the Company"

* immovable properties i.e. freehold/lease hold land and buildings are held in the name of the Company and such immovable properties has been transferred pursuant to the scheme of amalgamation under section 391 to 394 of the Companies Act 1956, the transfer is through the order of the Hon''ble High Court Rajasthan, Jaipur and are pending for registration in favor of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year. No material discrepancies were noticed on the physical verification.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly the provisions of clause 3(iii)(a), (b), and (c) of the order are not applicable to the company and hence not commented upon.

(iv) According to information and explanation given to us and based on the legal opinion obtained by the company that the company being a company engaged in the business of providing infrastructure facilities in terms of section 186, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantee and security as applicable.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company, pursuant to the Rules made by the Central Govt., for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, in respect of company and are of the opinion that, prima-facia, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii)(a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax service tax, GST, duty of customs, duty of excise duty, value added tax, cess have not been regularly deposited to the appropriate authorities there have been significant delay in large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the company examined by us, The dues outstanding in respect of income-tax, sales-tax, service tax, duty of excise and Wealth Tax on account of any dispute, are as follows:

	Nature of Dues	Forum where dispute is pending	Demand Amount	Amount paid under protest (Rs. in lacs.)	Period to which the amount relates
Nature of the Statute			(Rs. in Lacs.)
Central Sales Tax Act, 1956. and Sales Tax/VAT Act of various states	Sales Tax & Entry Tax	Commissioner	241.51	0	1990-91, 2009-10 to 2011-12
		(Appeals)/Tribunal
		High Court			2003-04
			16.91	0
Central Excise Act, 1944	Excise Duty	Tribunal (CESTATE)	471.49	0	2009-10 to 2011-12
		Commissioner(Appeal)and Show Case			2000-01 to 2014-15
			605.34	21.5

Income Tax Act, 1961	Income Tax	ITAT	1.91	1.91	2012-13 & 2013-14
					2007-08 to 2015-16
		CIT Appeal	757.77	361.47	1995-96 & 1976-77
		High Court	31.81	0
Service tax law , finance Act, 1994	Service Tax	Commissioner	190.56	0	2003-04 to 2005-06 & 2009-10 to 201112
		(Appeals)/Tribunal
Wealth Tax Act.	Wealth Tax	ITAT	0.28	0.28	1992-1993
Kameng	Income Tax	CIT Appeal	14.97	3	2014-15

Note : 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with section 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with them.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B

Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act"). In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the Financial Statements of the Divisions of Engg. , Real estate,Packaging and Hotel etc. of the Company we report that:

1. In conjunction with our audit of the standalone financial statements of Om Metals Infraprojects Limited. ("the Company") as of and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (IFCoFR) of the company of as of that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s IFCoFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting (the ''Guidance Note'') issued by the Institute of Chartered Accountants of India (ICAI).

For Mahipal Jain & Co.

Chartered Accountants

Firm Registration No 007284C

{CA Priyank Vijay}

Place : Delhi Partner

Dated : 30.05.2018 M.No. 403547

---

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Om Metals Infraprojects Limited ('the Company') which comprise the Balance Sheet as at 31 March, 2015. the Statement of Profit and Loss, the cash flow statement for die year then ended and a summary of significant accounting policies and other explanatory information, In which are incorporated financial statements of Engineering, Real estate & Hotel Divisions of die Company audited by odier auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division is based solely on die report of other auditors.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for die matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements diat give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of die Act, read with Rule 7 of die Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance witli 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, diat were operating effectively for ensuring die accuracy and completeness of die accounting records, relevant to die preparation and presentation of die financial statements diat give a true and fair view and are free from material misstatement, whittler due to fraud or error.

Auditor's responsibility

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

4. We have taken into account die provisions of die Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made diere under.

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

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

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

Opinion

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

a) in the case of balance sheet, of the stale of affairs of the Company as at 31 si March, 2015,

b) in the case of the statement of profit and loss of the profit for the year ended on that date.

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

9. Emphasis of matter(s)

i) We did not audit the financial statement of joint venture reflecting company's share in profit of Rs. 1712.47 Lacs in financial Statement of the Company. These financial statements have been audited by the other Auditors whose reports have been furnished to us by the management, and our opinion, in so far as it relates to the amounts included in respect of said audited Joint Ventures/ Firm, is based solely on the reports of the other Auditors. Our opinion is not qualified in respect of these matters.

ii) The financial statement of branches located at Rawanda, and Nepal reflecting profit(Net) of Rs. 106.81. Lacs in financial Statement of the Company. These financial statements are unaudited but the Auditors of Engineering Divisions have reviewed the Financial Statements and incorporated in the engineering division. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirement

10. As required by the companies (Auditor's Report) order, 2015 vide order dated 10th April 2015 issued by the Central Govt, of India in terms of Section 143(11) of the Act,. The matter which on which reporting are required under CARO 2015 Audit Report as per Annexure-A.

11. 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 and proper returns adequate for the purposes of our audit have been received from die branches i.e. Engineering, Real estate & Hotel Divisions of die Company not visited by us .

(c) The report(s) on die accounts of the branch office(s) i.e. Engineering, Real estate & Hotel Divisions of the Company audited under section 143 (8) of die Act. By the branch auditors have been sent to us and have been properly dealt with by us in preparing diis report.

(d) The standalone financial statements dealt with by diis report are in agreement widi die books of accounts and widi die returns received from the branches not visited by us.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of die Act, read with Rule 7 of die Companies (Accounts) Rules, 2014.(as amended)

(f) Under die emphasis of matter, in our opinion ,there is no adverse effect on the functioning of die company .

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

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

i. die company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no 2.28(b) to die Financial Statement.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long term contracts did not have any long-term contracts including derivative contracts.

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

Annexure referred to in paragraph I under the heading of "Report on other legal and Regulatory requirements" of the independent Auditor's Report on the Accounts of Om Metals Infraprojects Limited ("The Company") for the year ended on 31s' March 2015.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company we report that:

(i) In respect of fixed assets :

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

b) The fixed assets were physically verified during the year by the management in accordance with a program of verification, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. According to the information and explanations given to us, no materia) discrepancies were noticed on such verification as compared to books records.

(ii)(a) As explained to us, the inventory of tire Company has been physically verified during the year by the management, except goods in transit. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

© On the basis of our examination of records of inventory, we are of the opinion, that, the Company is maintaining proper records of inventories . The discrepancies noticed on physical verification of inventories as compared to book records were not material having regard to the size or the operations of the Company and have been properly dealt within the books of accounts.

(hi) According to information and explanations given to us, during the year' the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the companies Act, 2013 other than unsecured loan granted to the 2 nos of Wholly owned subsidiaries. The maximum amount outstanding at any time during the year was Rs. 21997.68 Lacs and the year end balance of such loans so granted was Rs.20497.68 Lacs, which are Interest free loans and further explained to us, these loans have been made for setting up new projects and make strategic Investments in step subsidiaries/ Joint Ventures.

a) there is no repayment schedule, hence we are unable to comment as to whether receipt of Principal amount is regular.

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) The company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act and the Companies (Acceptance of Deposits) Rules, 2014 (As Amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company, pursuant to the Rules made by the Central Govt, for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 in respect of generation" of Electricity, Construction Projects and Road and other infrastructures of the company and are of the opinion that, prima-facia, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii)(a) According to the records of the company, the company has generally been regular in depositing undisputed statutory dues in respect of income tax, Service Tax, Sales Tax, Wealth Tax, Excise duty, PR & ESI and duty of customs, Value added Tax, Cess and other material statutory dues applicable have generally been regularly deposited within the appropriate authorities, though there has been delay in a few cases. Further, no undisputed amount payable in respect thereof were outstanding at the year end for a period more than six months from the date they became payable.

(b) According to information and explanation given to us, no undisputed amount of statutory dues in respect of income tax, Service Tax, Sales Tax , Excise duty, P.F. & ESI and other statutory dues outstanding as at 31.03.2015 for a period more than 6 months from the date on which they became payable.

According to the information and explanations given to us and the records of the company examined by us, details of the following disputed dues that were not deposited with the appropriate authorities.

Nature of Nature of Forum where dispute is pending Demand the Statute Dues Amount (Rs. in Lacs. Central Sales Sales Tax Commissioner Tax Act, & Entry (Appeals) Tribunal 755.81

1956. and Sales Tax/VAT Act of High Court 24.10 various state

Central Excise Act,1994 Excise Duty Tribunal/Commissioner 837.79 and Show Case

Income Tax Income Tax ITAT/CIT Appeal 628.23

Act, 1961

Service tax Service Tax Commissioner 199.30

law, finance (Appeals)/Tribuna l0.28 Act, 1994

Wealth Tax Wealth Tax ITAT 0.28 Act.

Nature of Amount paid Period to the statute under protest which the (Rs. in lacs.) amount relates

Central Sasles Tax 4.89 1984-85,1985-86 Act.1956.and sales 1990-91,2008-09to Tax/VAT Act ofvarious 2011-12 states 1986-87 & 2003-2004

Central 26.50 1997-98, 2001 Excise Act 1994 to 2014-15

Income tax 260.17 1996-97,2007- Act,1961 08 to 2014-15

Service tax law 1.50 2003-2004 to 2005-2006 & 2009-10 to 2011-12 finance Act,1994

Wealth Tax Act 0.28 1992-1993

Note : 1) Amount as per demand orders including interest and penalty wherever quantified in the order.

2) In the matter of the Income tax,the department has disallowed expenditure /80IB aggregating Rs. 10684.71 Lacs during the Financial Years 1976-77,1995-96, 2001-2002 to 2008-2009 & 2010-11.The appeals were decided in favour of the company. The department has preferred appeals with the Hon' ble High Court/ITAT.The tax liability if any arriasing on the a final outcome of the case is indeterminate hence could not be provided.

(c) According to the records of the company, the company has transferred the requisite amount to the investor education and protection fund in accordance with the relevant provisions of the Companies Act and rules made there under. (viii) The Company does not have accumulated losses as at 31st March 2015 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year endedMarch 31,2014.

(ix) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues' to financial institution, bank or to debenture holders during the year.

(x) On the basis of the information given to us, the company has given guarantees for loans taken by others from banks or financial institutions during the year which are not prime- facie, prejudicial to the interest of the Company.

(xi) To the best our knowledge and belief and according to the information's and explanations given to us, the company has applied the term Loans for the purpose for which these loans were obtained during the year.

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

For M.C. BHANDARI & CO.

FIRM REG. NO.303002E

Chartered Accountants

Place: Delhi

Dated: 30/05/2015

(S.K. MAHIPAL)

PARTNER

M. NO.70366

---

Mar 31, 2014

We have audited the accompanying financial statements of Om Metals Infra Projects Limited (''the Company'') which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information. In which are incorporated financial statements of Engineering, Rea! estate & Hotel Divisions of the Company audited by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division Is based solely on the report of other auditors and whose reports have been furnished to us.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 Sept. 2013 of the Ministry of Corporate Affairs in respect of section 137 of the Companies Act, 2013. 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.

Auditor''s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

in our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 note 1 & 2 annexed .

i) in the case of the balance sheet, of the State of affairs of the Company as at 31March 2014:

(ii) in the case of the Statement of profit and Loss, of the profit for the year ended on that date and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 and proper returns adequate for the purposes of our audit have been received from Engineering, Real estate & Hotel Divisions of the Company not visited by us .The Branch Auditor''s Report of Engineering, Real estate & Hotel Divisions have been forward to us and have been appropriately dealt with ;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are In agreement with the books of account and with the audited returns from the Engineering, Real estate & Hotel Divisions;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 19S6 read with the General Circular 15/2013 dated 13 Sept. 2013 of the Ministry of Corporate Affairs in respect of section 137 of the Companies Act, 2013; and

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

Annexure to the Auditors'' Report

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON THE OTHER LEGAL AND REGULATORY REQUIREMENT" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31ST MARCH, 2014

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order Is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

a) The Company has maintained proper records showing full particulars, Including quantitative details and situation of the fixed assets,

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which In our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of account.

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

2(a) As explained to us, the inventories other than goods in transit of the company has been physically verified during the year by the Management at the year end except for Inventory lying with third parties at the end of the year for which confirmations have been obtained in most of the cases,

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate In relation to the size of the company and the nature of Its business.

(c) On the basis of our examination of records of inventories, we are of the opinion that, the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt with in the books of account.

3.a) According to the information and explanations given to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies act, 19S6 other than unsecured loans granted to Two Wholly owned subsidiaries and one joint venture during the year, covered in the register maintained under section 301 of the companies Act. 1956. The maximum amount outstanding at any time during the year was Rs. 20595.72 Lacs and the year end balance of loans so granted was Rsl8787.50 Lacs which are interest free Loans and further explained to os, these loans have been made for setting up new projects and making strategic investments in other subsidiaries/ Joint ventures.

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor''s Report ) order, 2003 (here in after referred to as the order), the rate of interest and other terms and conditions of the loans granted, are, prima-facia, not prejudicial to the interest of the company.

c) According to the information and explanations given to us, the parties , to whom the loans have been granted by the company, as referred to in paragraph 4 (iii) (a) above, is interest free loans to subsidiaries and joint venture of the company, have been regular in repayment of principal amount over a period of 3 to 5 years or as stipulated .

d) There is no overdue amount of loans granted to companies, firms or other parties listed in the registered maintained under section 301 of the Companies Act. 1956.

e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(lli)(e) to (g) of the Companies (Auditor s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/Job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there Is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses In such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, Where each of such transactions is in excess of rupees five lacs in respect of any party, the transactions have been made at price which are prima facte reasonable having regard to the prevailing market price at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

7. In our opinion, the interna! audit functions carried out during the year by the company and the firms of chartered accountants appointed by the Management have been commensurate with the size of the company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the company in respect of products where , pursuant to the Rules made by the Central Govt., the maintenance of cost records have been prescribed under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima-facia, the prescribed cost records have been made and maintained . We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

9a) According to the information and explanations given to us and the books and records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed amounts payable in respect of provident fund, investor education protection fund, employee''s state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and the records of the company examined by us, details of the following disputed dues that were not deposited with the appropriate authorities.

Note: 1) Amount as per demand orders Including interest and penalty wherever quantified in the order.

2) In the matter of income tax , the department has preferred an appeal to the Hon''ble High Court, Jaipur/order processed u/s. 263 for the A.Y. 1996-97 and 2004-2005,2005-2006 to 20072008. The amount of tax liabilities is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2014. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2014 and in the immediately preceding financial year ended March 31,2013.

11. According to the records of the company examined by us and the information and explanations given to us, the company, during the year, has not defaulted in repayment of dues to the NBFC and banks.

12. In our opinion and 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 share, debentures and other securities, paragraph 4 (xii) of the order is 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 (as amended) are not applicable to the company,

14. In respect of dealing/trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by its Joint Ventures and other company from banks, the terms and conditions whereof, in our opinion, not prima-facie are pre judicial to the interest of the company.

16. In our opining and according to the information and explanations given to us, the term loans taken have been applied for the purposes for which they were obtained.

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 no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and Companies covered In the register maintained under section 301 of the Companies Act, 1956 paragraph 4 (xviii) of the order Is not applicable.

19. The company has not issued any debenture during the year.

20. Since, the company has not raised any money by way of public Issue during the year, paragraph 4 (xx) of the order Is not applicable.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the year.

For M.C. BHANDARI & CO. CHARTERED ACCOUNTANTS FIRM REG. N0.303002E

Place: 38 Shopping Centre, Kota (Raj.)

Dated: 30.0S.2014 Sd/- (S.K. MAHIPAL) PARTNER M.No.70366

---

Mar 31, 2013

We have audited the accompanying financial statements of Om Metals Infra Projects Limited (''the Company'') which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information. In which are incorporated financial statements of Engineering, Real estate & Hotel Divisions of the Company audited by other auditors.

Management''s Responsibility for the Financial Statements

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

Auditor''s responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 note 1 & 2 annexed:

i) in the case of the balance sheet , of the State of affairs of the Company as at 31March2013:

(ii) in the case of the Statement of profit and Loss, of the profit for the year ended on that date and

(iii) in the case of the cash flow statement , of the cash flows for the year ended on that date .

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 and proper returns adequate for the purposes of our audit have been received from Engineering, Real estate & Hotel Divisions of the Company not visited by us .The branch auditor''s report of Engineering, Real estate & Hotel Divisions have been forward to us and have been appropriately dealt ;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account and audited returns from the Engineering, Real estate & Hotel Divisions;

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

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

Annexure to the Auditors'' Report

ANNEXURE REFERRED TO IN PARAGRAPH REPORT ON THE OTHER LEGAL AND REGULATORY REQUIREMENT OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2013

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

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

2(a) As explained to us, the inventories other than goods in transit of the company has been physically verified during the year by the Management at the year end except for inventory lying with third parties at the end of the year for which confirmations have been obtained in most of the cases.

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

(c) On the basis of our examination of records of inventories, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt with in the books of account.

3.a) According to the information and explanations given to us, the company has during the year, granted the loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956 to Two Wholly owned subsidiaries, one Associates and Two joint venture during the year, covered in the register maintained under section 301 of the companies Act. 1956. The maximum amount outstanding at any time during the year was Rs. 20685.97Lacs and the year end balance of loans so granted was Rs. 19623.02 Lacs which is interest free Loans and further explained to us, these loans have been made for setting up new projects and making strategic investments in other subsidiaries/joint ventures .

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor''s Report ) order , 2003 (here in after referred to as the order) , the rate of interest and other terms and conditions of the loans granted , are prima-facia , not prejudicial to the interest of the company.

c) According to the information and explanations given to us, the parties , to whom the loans have been granted by the company, as referred to in paragraph 4 (iii) (a) above, is interest free loans to subsidiaries and joint venture of the company, have been regular in repayment of principal amount over a period of 3 to 5 years or as stipulated.

d) In respect of loans and advances granted by the company, the same is repayable over a period of 3 to 5 years and therefore the question of overdue amount does not arise .

e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations. There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and the sale of goods and services . During the course of our audit, we have not observed any major weaknesses in such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, Where each of such transactions is in excess of rupees five lacs in respect of any party, the transactions have been made at price which are prima facie reasonable having regard to the prevailing market price at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

7. In our opinion, the internal audit functions carried out during the year by the company and the firms of chartered accountants appointed by the Management have been commensurate with the size of the company and the nature of its business .

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained . We have not however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete .

9a) According to the information and explanations given to us and the books and records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund , investor education protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed amounts payable in respect of provident fund , investor education protection fund, employee''s state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

Note : 1) Amount as per demand orders including interest and penalty wherever quantified in the order.

2) In the matter of income tax , the department has preferred an appeal to the Hon"ble High Court, Jaipur/order processed u/s. 263 for the A.Y. 1996-97 and 2004-2005,2005-2006 to 2007-2008. The amount of tax liabilities is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2013. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2013 and in the immediately preceding financial year ended March 31, 2012.

11. According to the records of the company examined by us and the information and explanations given to us, the company, during the year, has not defaulted in repayment of dues to The NBFC and banks.

12. In our opinion and 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 share, debentures and other securities , paragraph 4 (xii) of the order is 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 (as amended) are not applicable to the company.

14. In respect of dealing/trading in shares , securities and other investments , in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures and other company from banks, the terms and conditions whereof in our opinion are not prima-facie are pre judicial to the interest of the company.

16. In our opining and according to the information and explanations given to us, the company has taken new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were obtained.

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 no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debenture during the year.

20. Since, the company has not raised any money by way of public issue during the year, paragraph 4 (xx) of the order is not applicable.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For M.C. BHANDARI & CO.

Chartered Accountants

FIRM REG. NO.303002E

Place: Kota Dated: 30.05.2013 Sd/-

( S.K. MAHIPAL )

PARTNER

M. NO.70366

---

Mar 31, 2012

1. We have audited the attached balance sheet of OM METALS INFRA PROJECTS LIMITED, (The company), as at 31.03.2012 and also the Statement of profit and loss and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. 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 principal 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 the Companies ( Auditor's Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4 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 purposes of pur 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 those books and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branche

Auditor's reports have been forwarded to us and have been appropriately dealt with.

c) The balance sheet, Statement of Profit and loss and cash flow statement dealt with by this report are in agreement with the books of account and audited returns from the Engineering .Real Estate and Hotel Divisions.

d) In our opinion, the balance sheet, Statement of profit and loss and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956, except the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2012 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 our information and according to the explanations given to us, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i) in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2012 and.

(ii) in the case of the Statement of profit and Loss , of the profit 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 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2012

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance in with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts .

(c) The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the company.

2(a) The inventory other than goods in transit of the company has been physically verified; during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

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

(c) On the basis of our examination of records of inventories, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3.a) According to the information and explanations given to us, the company has, granted the loans , secured or unsecured to companies , firms and other parties covered in the register maintained under section 301 of the Companies act, 1956 to two Wholly owned subsidiaries,one Associate and one joint venture. The maximum amount outstanding at any time during the year was Rs. 24051.92Lacs and the year end balance is Rs. 19546.33 Lacs which is interest free Loans and further explained to us these loans have been made for setting up new projects and making strategic investments in other subsidiaries/joint ventures .

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor's Report ) order , 2003 (here in after referred to as the order) , The rate of interest and other terms and conditions of the loans granted , are prima-facia , not prejudicial to the interest of the company^

c) The said interest free loan given to subsidiaries and joint ventures of the company is repayable over a period of 3 to 5 years.

d) In respect of loans and advances granted by the company, the same is repayable over a period of 3 to 5 years and therefore the question of overdue amount does not arise.

e) As informed , the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor's Report) Order, 20 03 (as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations. There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . During the course of our audit, we have not observed any

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

In our Opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees five lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor's report) order, 2003 are not applicable to the company.

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

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained . We have , however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete .

9a) According to the information and explanations given to us and the books and Records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund , investor education and protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us , there are no undisputed amounts payable in respect of provident fund , investor education and protection fund, employee's state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us , the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities.

Nature of Nature of Forum where Demand Period to which the Statute Dues dispute is Amount the amount pending (Rs. in relates Lacs.)

Central SalesTax Commissioner 1984-85,1985- SalesTax (Appeals)/ Tribunal 41.51 86 Act, 1956. 1990-91 ,2007- and Sales 2008,2008-09.

various states High court 24.10 1986-87 & 2003-2004

Central Excise Duty Tribunal/Commi 785.60 1997-98, 2001 Excise ssioner(Appeal) to 2010-11 Act, 1944

Income Income Tax ITAT/CIT 2638.33 1992-93,96- Tax Act, Appeal 97,2007- 1961 08,2008-09

Service Service Tax Commissioner 190.56 2003-2004 to tax Rules (Appeals)/ Tribunal 2005-2006 & 2010-11 & 2011-12

Wealth Wealth Tax ITAT 0.28 1992-1993 Tax Act.

Note : 1) Against it, the company paid Rs. 1467.05 lacs.

2) Amount as per demand orders including interest and penalty wherever mentioned in the order.

3) In the matter of income tax, the department has preferred an appeal to the hon'ble High Court, Jaipur/ order processed u/s 263 for the A.Y. 1977-78,1996- 97 and 2002-03 to 2007-08. The total income involved in these matters is Rs. 42.50 Crores, however the amount of tax liability is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2012. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2012 and in the immediately preceding financial year ended March 31,2011.

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

12. In our opinion and 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, Paragraph 4 ( xii) of the order is 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 (as amended) are not applicable to the company.

14 In respect of dealing/trading in shares , securities and other investments , in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures from bank, the terms and conditions whereof in our opinion are not prima-facie pre judicial to the interest of the company.

16. The company has raised new term loans during the year.The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

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 no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year 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 securities has been created for debentures issued during the year since they are unsecured.

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

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For M C.BHANDARI & CO.

FIRM REG. NO.303002E

Chartered Aceountants

Place: Kota

Dated: 30.05.2012 S.K. MAHIPAL PARTNER

M.NO.70366

---

Mar 31, 2010

1. We have audited the attached balance sheet of M/s. OM METALS INFRA PROJECTS LIMITED, JAIPUR, as at 31.03.2010 and also the profit and loss account and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. 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 principal 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 the Companies ( Auditors Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4 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 purposes 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 those books and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branches/divisions Auditors reports have been forwarded to us and have been appropriately dealt with.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account and with the final statement of accounts, audited by other auditors of the Engineering, Real Estate and Hotel divisions of the company.

d) In our opinion, the balance sheet , profit and loss account and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956, the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2010 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 our information and according to the explanations given to us, the said accounts give the information required by the Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i) in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2010 and.

(ii) in the case of the profit and Loss account, of the profit 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 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED , JAIPUR (RAJ.) ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2010

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and

4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) The management has carried out a physical verification of most of its fixed assets during the year and has a program to verify fixed assets physically in a phased manner. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such physical verification .

© The assets disposed off during the year are not substantial and therefore d® not affect the going concern status of the company.

2(a) The inventory other than goods in transit of the company has been physically verified during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

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

(c) On the basis of our examination of records of inventory, we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3. In respect of the loans , secured or unsecured , granted by the company to companies , firm or other parties covered in the register maintained under section 301 of the Companies act, 1956.

a) The company has granted loans and advances to 7 Parties (Subsidiary , joint ventures & Others) . In respect of the said loan, the maximum amount outstanding at any time during the year is Rs. 8419.17 Lacs (Previous year Rs. 7615.28 lacs ) and year end balance of Rs. 8301.25 Lacs (previous year Rs 7615.28 Lacs).

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms & conditions are not prima-facia prejudicial to the interest of the company.

c) The said interest free loan given to subsidiary , joint ventures and others of the company is repayable on demand and there is no repayment schedule.

d) In respect of loans and advances granted by the company, the same is repayable on demand and therefore the question of overdue amount does not arise .

e) The company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditors Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure/ major weaknesses in such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangement exceeding value of Rupees five lacs have been entered into during the financial year at prices which reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditors report) order, 2003 are not applicable to the company.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the central Govt, under section 209 (1) (d) of the Companies Act, 1956 to any product of the company .

9a) According to the information and explanations given to us and the books & records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund , investor education and protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. However in some cases TDS , PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess were in arrear, as at 31s1 March, 2010 for a period of more than 6 months from the date they became payable.

c) According to the information and explanations given to us , the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities .

Nature of Nature of Forum where Demand Period to which the Statute Dues dispute is Amount the amount pending (Rs. in relates Lacs.)

Central Sales Tax Commissioner 147.49* 1984-85,1985-

Sales Tax (Appeals)/

Tribun 86

Act, 1956. al 1990-91 to

and Sales 1991-92,1993-

Tax/VAT 94, 1994-95,

Act of 2005-2006 &

various . 2006-2007.

states High court 24.10 1986-87 &

2003-2004

Central Excise Duty Tribunal/Commi 179.35 1997-98, 2001

Excise ssioner(Appeal) to 2009-10

Act, 1944

17. According to the information and explanations given to us, and on an over all examinations of the Balance sheet of the company, we are of the opinion .that there are no funds raised on short term basis that have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures, paragraph 4 ( x ix) of the order is not applicable.

20. During the year the company has not raised any money by public issue.

21. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31,2010.

For M.C. BHANDARI & CO.

CHARTERED ACCOUNTANTS

Place: 38 Shopping Centre,

Kota(Raj.)

Dated: 27.05.10 ( S.K. MAHIPAL)

PARTNER

M.No.70366

---

Mar 31, 2009

1. We have audited the attached balance sheet of M/s. OM METALS INFRA PROJECTS LIMITED, JAIPUR, as at 31.03.2009 and also the profit and loss account and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. 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 principal 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 the Companies ( Auditors Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4 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 purposes 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 those books and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branches/divisions Auditors reports have been forwarded to us and have been appropriately dealt with.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account and with the final statement of accounts, audited by other auditors of the Engineering, Real Estate and Hotel divisions of the company.

d) In our opinion, the balance sheet , profit and loss account and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub- section (3C) of section 211 of the Companies Act 1956, the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2009 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2009 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 our information and according to the explanations given to us, the said accounts give the information required by the Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i. in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2009 and.

ii. in the case of the profit and Loss account, of the profit 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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, JAIPUR (RAJ.) ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31ST MARCH, 2009

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. IN RESPECT OF ITS FIXED ASSETS.

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

b) The management has carried out a physical verification of most of its fixed assets during the year and has a program to verify fixed assets physically in a phased manner. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the company.

2. a) The inventory other than goods in transit of the company has been physically verified during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

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

c) On the basis of our examination of records of inventory, we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3. In respect of the loans , secured or unsecured , granted by the company to companies , firm or other parties covered in the register maintained under section 301 of the Companies act, 1956.

a) The company has granted loans and advances to 3 Parties (Subsidiary and joint ventures) aggregating to Rs. 1399.92Lacs (previous year Rs. 6215.36 Lacs). In respect of the said loan, the maximum amount outstanding at any time during the year is Rs. 7615.28 lacs (previous year Rs6215.36 Lacs) and year end balance of Rs. 7615.28 Lacs (previous year Rs 6215.36 Lacs) .

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms & conditions are not prima-facia prejudicial to the interest of the company.

c) The said interest free loan given to subsidiary and joint ventures of the company is repayable on demand and there is no repayment schedule.

d) In respect of loans and advances granted by the company, the same is repayable on demand and therefore the question of overdue amount does not arise .

e) The company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor`s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure/ major weaknesses in such internal control system.

5. a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangement exceeding value of Rupees five lacs have been entered into during the financial year at prices which reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditors report) order, 2003 are not applicable to the company.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the central Govt. under section 209 (1) (d) of the Companies Act, 1956 to any product of the company.

9. a) According to the information and explanations given to us and the books & records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund , employees state insurance, income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund , employees state insurance , income tax, sales tax/ VAT, wealth tax, service tax, customs duty, excise duty, cess were in arrear, as at 31st March, 2009 for a period of more than 6 months from the date they became payable.

c) According to the information and explanations given to us, the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities .

Nature of the Statute Nature of Dues Forum where dispute is pending

Central Sales Tax Act, 1956. Sales Tax Commissioner(Appeals) and Sales Tax/ VAT Act of /TribunalHigh court various states

Central Excise Act, 1944 Excise Duty Tribunal/Commissioner (Appeal)

Income Tax Act, 1961 Income Tax ITAT

Service tax Rules Service Tax Commissioner(Appeals) /Tribunal

Wealth Tax Act. Wealth Tax ITAT



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

Central Sales Ta x Act, 1956. and Sales Tax/VAT Act of various states 85.45*7.19 1984-85,1985-86 1990-91 to 1991-92, 1993-94, 1994-95 & 2005-2006.1986-87

Central Excise Act, 1944 120.45 1997-98, 2000 to 2008

Income Tax Act, 1961 244.09** 1991-92,,96-97, 2004- 2005 & 2005-2006

Service tax Rules 287.46 2003-2004 to 2005- 2006

Wealth Tax Act. 1.13** 1991-1992

Note : 1) * Against it , the company paid Rs. 6.80* lacs and ** Rs. 246.27 Lacs

2) Amount as per demand orders including interest and penalty wherever mentioned in the order.

10. The Company does not have accumulated losses at the end of the financial year March 31, 2009. Further, the company has not incurred any cash losses during the financial year ended March 31, 2009 and in the immediately preceding financial year ended March 31, 2008.

11. According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks during the year.

12. In our opinion and 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, Paragraph 4 ( xii) of the order is 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. The company is not dealing or trading in shares, securities, debentures and other investments other than in mutual fund investment.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures from bank, the terms and conditions whereof in our opinion are not prima-facie pre judicial to the interest of the company.

16. To the best our knowledge and belief and according to the informations and explanations given to us, in our opinion, the term loans taken by the company during the year have been applied by the company for the purposes for which the loans were obtained.

17. According to the information and explanations given to us, and on an over all examinations of the Balance sheet of the company,

we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures, paragraph 4 ( x ix) of the order is not applicable.

20. During the year the company has not raised any money by public issue.

21. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2009.

For M.C. BHANDARI & Co. CHARTERED ACCOUNTANTS

Place: Kota

Dated: 30.06.2009 PARTNER

M.NO. 70366