We have audited the attached Balance Sheet of Octant Industries Limited
 (Formerly Octant Interactive Technologies Limited) as at 31 st March
 2012 and also the Profit & Loss Account and Cash Flow Statement for the
 year ended on that date annexed thereto. These financial statements are
 the responsibility of the Company''s management. Our responsibility is
 to express an opinion on these financial statements based on our audit.
 
 1.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we enclose in the annex hereto a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 3.  Further to our comments in the annexure referred to in paragraph 3
 above, we report that:
 
 a.  We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b.  In our opinion, proper books of accounts as required by law have
 been kept by the company, so for as appears from our examination of
 such books.
 
 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.
 
 d.  In our opinion and to the best of our information and according to
 the explanations given to us, the profit and loss account and balance
 sheet are prepared in accordance with accounting standards referred in
 sub section (3c) of section 211 of the Companies Act, 1956 to the
 extent applicable and except as specifically mentioned in the notes on
 account.
 
 e.  On the basis of written representations received from the Directors
 as on March 31, 2012 and taken on record by the Board of Directors, we
 report that none of the Directors are disqualified as on March 31, 2012
 from being appointed as Director in terms of clause (g) of subsection
 (1) of Section 274 of the Companies Act, 1956.
 
 4. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with notes thereon
 give the information required by the Companies Act, 1956 in the manner
 so required and give a true and fair view.
 
 a.  In the case of Balance sheet, of the state of affairs of the
 company as at 31 st March 2012 and:
 
 b.  In the case of Profit and Loss Account, of the Profit for the year
 ended on that date.
 
 c.  in the case of the Cash-How Statement, of the Cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors'' Report
 
 (Referred to in Paragraph 3 of our Report of even date)
 
 In terms of the information and explanations given to us and the books
 and records examined by us in the normal course of audit and to the
 best of our knowledge and belief, we state as under:
 
 i. a. According to the information and explanations given to us the
 Company has maintained Proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b.  According to the information and explanations given to us the
 company has physically verified during the year its fixed assets. We
 have been informed that no material discrepancies were noticed on such
 physical verification.
 
 c.  According to the information and explanations given to us that
 there was no substantial disposal of fixed assets during year.
 
 ii. a. The Inventory has been physically verified by the Management
 during the year at reasonable intervals.
 
 b.  In our opinion the procedures of physical verification of inventory
 followed by the Management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 c.  The Company is maintaining proper record of inventory. In our
 opinion the discrepancies noticed on physical verification of stocks as
 compared to book records were not material. However they have been
 properly dealt with in the books of account.
 
 iii. a. According to the information and explanations given to us the
 Company has granted interest free unsecured loans aggregating as at
 Balance Sheet date, of Rs.6.835Lakhs to the parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 b. In our opinion the terms and conditions of loans so granted to the
 party are prima facie not prejudicial to the interest of the company.
 
 c.  According to the information and explanations given to us the loans
 given to the parties covered in the register maintained under section
 301 of the Companies Act 1956 are repayable on demand.
 
 d.  According to the information and explanations given to us the
 Company has taken interest free unsecured loans aggregating as at the
 Balance Sheet date, to Rs.575.04 Lakhs from two parties (Sri Manmohan
 Sahu and Smt. Indira Sahu) covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 e.  In our opinion the terms and conditions on which the loans have
 been taken by the company from two parties covered in the register
 maintained under section 301 of the Companies Act, 1956 are prima-facie
 not prejudicial to the interest of the company.
 
 g. According to the information and explanations given to us the loans
 given to the parties covered in the register maintained under section
 301 of the Companies Act 1956 are repayable on demand.
 
 iv. In our opinion there are adequate internal control systems
 commensurate with the size of the company and the nature of its
 business with regard to purchase of inventory and fixed assets and for
 the sa\e of goods and services. In our opinion according the
 information and explanations given to us there is no continuing failure
 to correct major weaknesses in internal control during the year.
 
 v. a. In our opinion and according to the information and explanations
 given to us the contracts or arrangements that need to be entered into
 a register in pursuance of section 301 of the Companies Act, 1956 have
 been properly so entered.
 
 b. In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into a register
 in pursuance of section 301 of the Companies Act. 1956 have been made
 at prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 vi. In our opinion and according to the information and explanations
 given to us, during the year under review the company has not accepted
 any deposits from the public within the purview of Section 58A of the
 Companies Act, 1956 and Rules made there under.
 
 vii. In our opinion and the information furnished to us, the company
 has and internal audit system carried out by the external auditor and
 a\so has the inbuilt internal audit system. In our opinion the scope
 and coverage of the internal audit is commensurate with the size of the
 company and nature of its business.
 
 viii. In our opinion and according to the information and explanations
 given to us the Central Government has not prescribed the maintenance
 of cost records by the company as specified in sub section (1) of
 section 209 of the companies Act, 1956.
 
 ix. a. According to the information and explanations given to us and
 according to the books and records examined by us in respect of
 statutory dues, the company has not been regular in depositing
 undisputed statutory dues with appropriate authorities including
 Provident Fund, Investor Education and Protection Fund, Employee''s
 State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess
 and Other material statutory dues applicable to it and accordingly the
 Undisputed amounts payable in respect of Provident Fund of Rs. 4,69,867,
 Employees'' State Insurance of Rs.21,232, Professional Tax of U5.430,
 Income Tax of Rs.30,84,571, Service Tax of Rs. 1,50,695.
 
 b. With reference to the dues of Taxes which has not been deposited as
 at March 31, 2012 on account of disputes (which is belongs to the
 period before the appointed date of the Scheme of Arrangement and
 pertains to the Old Management), the amounts involved and forum where
 dispute is pending reported below:
 
 Particulars           Period to          Forum           Amount
                       which the          where the      (Rs. in
                       amount             dispute         Lakhs)
                       relates            is pending
 
 Income Tax            Assessment         Mumbai           26.00
                       Year               Tribunal 
                       2006-07
 
 Income Tax            Assessment         Mumbai            9.11
                       Year               Tribunal 
                       2008-09
 
 Income Tax            Assessment         Mumbai         1813.69
                       Year               Tribunal 
                       2009-10
 
 x. In our opinion and according to the information and explanations
 given to us and according to the books of account examined by us the
 there are no accumulated losses at the end of the financial year.
 
 xi. Based on our audit procedures and on the information and
 explanation given by the management, we are of the opinion that the
 company has not defaulted in repayment of dues to the financial
 institutions, banks.
 
 xii. According to the information and explanations given to us by the
 management and according to the records of the company examined by 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.
 
 xiii. In our opinion and according to the information and explanations
 furnished to us the company is not a chit, nidhi or mutual benefit
 fund/society.
 
 xiv. According to the information and explanations furnished to us the
 company is not dealing in shares, securities debentures and other
 investments.
 
 xv. In our opinion and according to the information and explanation
 given to us, the company has not given any guarantee for the loans
 taken by others from banks or financial institutions.
 
 xvi. In our opinion and according to the information and explanations
 furnished to us the term loans have been applied for the purpose for
 which they were raised.
 
 xvii. On the basis of an overall examination of the Balance sheet of
 the company, and according to the information and explanations given to
 us, we are of the opinion that there are no funds raised on short term
 basis, which have been used for long term investments.
 
 xviii. According to the information and explanations furnished to us,
 during the period covered by our audit, the company has made
 preferential allotment of equity shares of 56,52,174 of shares at Rs.23
 each, of which 11,71,789 Shares at Rs.23 have been made to parties
 covered in the register maintained under section 301 of the companies
 Act, 1956 and the price at which shares have been issued are not
 prejudicial to the interest of the company.
 
 xix. According to the information and explanations given to us the
 company has not issued any debentures during the year and hence
 commenting under this clause does not arise.
 
 xx. According to the information and explanations furnished to us by
 the Management, the company has raised money by way of further public
 issue (preferential issue) during the year and as verified by us the
 end use of money raised by public issues has been spend for the purpose
 the same has been raised.
 
 xxi. Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the company has been noticed or reported during the year.
 
                                      For M/s. N. Sivaprasad Associates
 
                                          Firm Registration No. 003885S
 
                                                  Chartered Accountants
 
                                                       G. Venkatachalam
 
                                                                Partner
 
                                                  Membership No. 200616
 
 Hyderabad
 
 September 4, 2012