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Auditor Report of Omaxe Ltd.

Mar 31, 2023

INDEPENDENT AUDITORSâ REPORT

To The Members of Omaxe Limited

Report on the standalone Financial statements

opinion

We have audited the accompanying standalone financial
statements of omaxe Limited ("the Company"), which
comprise the Balance Sheet as at 31^st March 2023, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of changes in Equity and the
Statement of Cash Flows for the year then ended, and Notes
to Standalone Financial Statement including a summary of
the significant accounting policies and other explanatory
information (hereinafter referred to as "the standalone
financial statements").

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
Companies Act, 2013 ("the Act") in the manner so required
and give a true and fair view in conformity with Indian
Accounting Standards prescribed under section 133 of the
Act read with Companies (Indian Accounting Standards)
Rules, 2015, as amended and accounting principles generally
accepted in India, of the state of affairs of the Company as
at 31^st March 2023, its loss (including other comprehensive
income/loss), changes in equity and its cash flows for the
year then ended.

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
Responsibilities 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 independence 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 we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key audit Matters

Key audit matters ("KAM") are those matters that, in our
professional judgement, were of the most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context of our
audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to our emphasis of
matters, we have determined the matters described below
to be the key audit matters to be communicated in our report.

Other Information

The Company''s Management and Board of Directors are
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 Annexures to Board''s Report,
Business Responsibility Report, Corporate Governance
and Shareholder''s Information, but does not include the
standalone financial statements, the consolidated 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.

Managementâs Responsibility for the Standalone Financial
Results

The Company''s Management and Board of Directors are
responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the 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 Board of Directors are responsible for overseeing the
Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the standalone
Financial Results

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:

â¢ 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.

â¢ 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 system in place and
the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates
and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company''s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor''s report to the related disclosures in the
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.

â¢ 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
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 in (i) 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.

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 Orderâ), issued by the Central Government of
India in terms of section 143 (11) of the Act, as stated in
the ''Other Matter'' paragraph we give in the "Annexure
Iâ 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 Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income/loss),
the Statement of Cash Flow and the Statement of
Changes in Equity dealt with by this report are in
agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

e. On the basis of the written representations received
from the directors as on 31^st March 2023 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31^st March 2023 from
being appointed as a director in terms of Section
164(2) of the Act.

f. With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate report in "Annexure-
IIâ. 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.

g. 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:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid to all the other directors is
within the limits approved, however remuneration
paid to the Chairman and Whole Time Director in
view of losses is to be ratified or approved by the
shareholders.

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,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements- Refer note 40 to the standalone
financial statements.

ii. The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts.

iii. There are no amounts required to be transferred to
the Investor Education and Protection Fund by the
Company.

iv. (a) The Management has represented that, to the

best of its knowledge and belief, as disclosed
in the note 57(a) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kind
of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that, to the
best of its knowledge and belief, as disclosed
in the note 57(b) to the standalone financial
statements no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

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

v. The company has not declared or paid any dividend
including interim dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining the Books of Accounts
using accounting software which has feature of
recording Audit Trail (Edit Log) is applicable to
the Company with effect from 1^st April 2023 and
accordingly reporting under Rule 11(g) of Companies
(Audit and Auditors) Rule 2014 is not applicable for
the financial year ended 31^st March 2023.

For B S D & Co

Chartered Accountants

Firm Registration No: 000312S

Sd/-

sujata sharma

(Partner)

Membership No: 087919

UDIN: 23087919BGWNKY8236

Place: New Delhi

Date: 26^th May 2023

Mar 31, 2021

Report on the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Omaxe Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to Standalone Financial Statement including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015,as amended and accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2021, and loss (including other comprehensive income/loss), changes in equity and its cash flows for the year then ended.

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 Responsibilities 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 (âICAIâ) together with the independence 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to note no. 40 to standalone financial statements.

During the year ended 31st March 2021, Income Tax Department has revised the assessment order for Financial Year 2016-17 (Assessment Year 2017-18) under section 263 of Income Tax Act, 1961 whereby among other matters, unabsorbed losses determined by the Company till Financial Year 2016-17 arising out of implementation of IND AS, to be adjusted against future taxable profits amounting to Rs. 532.76 crore in subsequent financial years and allowed by assessing officer during regular assessment was set aside by the PCIT New Delhi vide order dated 31st March 2021. The Company have filed necessary appeals before the ITAT New Delhi Bench against the impugned order of PCIT New Delhi on 22nd June 2021. Since the appeal against order under section 263 of Income Tax Act, 1961 have been filed by the Company, pending final conclusion tax liability adjusted against such unabsorbed losses amounting to Rs. 133.89 crore during Financial Year 2017-18 to 2019-20 have been shown as Contingent Liability. The Company has also created deferred tax assets on these losses and since the appeal has already been filed, the Company is certain of getting relief and future tax on profits will be adjusted against losses, therefore no adjustment in deferred tax asset has been done in Financial Statement.

Our Opinion on the financial statement is not modified in respect of above matter.

Key Audit Matters

Key audit matters (âKAMâ) are those matters that, in our professional judgement, were of the most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to our emphasis of matters, we have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matters	How that matter was addressed in our audit report
1	Revenue recognition The application of Ind AS 115 accounting standard involves certain key judgment''s relating to identification of contracts with customer, identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period. Additionally, new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Refer Note 27 to the Standalone Financial Statements	Our audit procedure on revenue recognition from real estate projects included: â¢ Selecting sample to identify contracts with customers, identifying separate performance obligation in the contracts, determination of transaction price and allocating the transaction price to separate performance obligation. â¢ On selected samples, we tested that the revenue recognition is in accordance with accounting standards by i) Reading, analyzing and identifying the distinct performance obligations in real estate projects. ii) Comparing distinct performance obligations with that identified and recorded. iii) Reading terms of agreement to determine transaction price including variable consideration to verify transaction price used to recognize revenue. iv) Performing, analytical procedures to verify reasonableness of revenue accounted by the Company.
2	Pendina Income Tax cases The Company have various pending income tax cases involving tax demands which involves significant judgment to determine possible outcome of these cases. Refer Notes 37 and 39 to the Standalone Financial Statements	We obtained details of all pending income tax matters involving tax demands on the Company and discussed with the Company''s in house tax team regarding sustainability of Company''s claim before various income tax/ appellate authorities on matters under litigation. The in-house tax team of the company relied upon past legal and other rulings, submissions made by them during various hearings held; which was taken in consideration by us to evaluate management position on these tax demands.
3	Liability for Non-Derformance of real estate	We obtained details/ list of pending civil cases and also reviewed on sample basis real estate agreements, to ascertain damages on account of non-performance of those agreement and discussed with the legal team of the Company to evaluate management position.
3	aareements/ civil law suits aaainst the Company The Company may be liable to pay damages/ interest for specific non- performance of certain real estate agreements, civil cases preferred against the Company for specific performance of the land agreement, the liability on account of these, if any have not been estimated and disclosed as contingent liability. Refer Note 37 to the Standalone Financial Statements

Sr. No.

Key Audit Matters

How that matter was addressed in our audit report

Inventories

The company''s inventories comprise mainly of projects under construction/development (projects-in-progress) completed real estate projects and land.

The inventories are carried at lower of cost and net realizable value (NRV). NRV of completed property is assessed by reference to market price existing at the reporting date and based on comparable transactions made by the company and/or identified by the company for properties in same geographical area. NRV of properties under construction is assessed with reference to market value of completed property as at the reporting date less estimated cost to complete.

The carrying value of inventories is significant part of the total assets of the company and involves significant estimates and judgments in assessment of NRV Accordingly, it has been considered as key audit matter.

Our audit procedures to assess the net realizable value (NRV) of the inventories include the following:

â¢ We had discussions with Management to understand Management''s process and methodology to estimate NRV, including key assumptions used and we also verified project wise un-sold area and recent sale prices and also estimated cost of construction to complete projects.

Recognition and measurement of deferred tax assets

Under Ind AS, the company is required to reassess recognition of deferred tax asset at each reporting date. The company has deferred tax assets in respect of brought forward losses and other temporary differences, as set out in Note no 7 and 35 to the Standalone Financial Statements.

The company''s deferred tax assets in respect of brought forward business losses are based on the projected profitability. This is determined on the basis of business plans demonstrating availability of sufficient taxable income to utilize such brought forward business loss.

We have identified recognition of deferred tax assets as key audit matter because of the related complexity and subjectivity of the assessment process. The assessment process is based on assumptions affected by expected future market or economic conditions.

Our Audit procedures include:

â¢ Understood the business plans and projected profitability for the existing ongoing projects.

â¢ We tested the computations of amount and tax rate used for recognition of deferred tax assets.

â¢ We have also focused on the adequacy of company''s disclosure on deferred tax and assumptions used.

Sr. No.	Key Audit Matters	How that matter was addressed in our audit report
6	Recoverability of loan to Group/ Subsidiary	Our procedures included:
	Companies	â¢ The loans granted to subsidiary companies for carrying
	The company has extended loans to its subsidiaries/	only real estate business being related party transactions
	Group companies. These are assessed for	are approved by audit committee / Board.
	recoverability at each period end.	â¢ We tested the company''s assessment of recoverability
	Due to nature of the business in real estate	of loan which includes cash flow projections and the
	industry, the company is exposed to heightened	period of loan/project.
	risk in respect of loans granted for carrying only real estate projects.	â¢ Tracing loans advanced/ repaid during the year with bank statement.
	In addition to the nature of real estate industry, there is also significant judgement involved as to	â¢ Obtained confirmations from these subsidiary
	recoverability of loan granted which depend on	companies.

Other Information

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.

Managementâs Responsibility for the Standalone Financial Results

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial

statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 and Board of Directors are 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditorâs Responsibilities for the Audit of the Standalone Financial Results

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:

â¢ 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.

â¢ 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 system in place and the operating effectiveness of such controls.

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

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the 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.

â¢ 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 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 in (i) 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.

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, 2016 (âthe Orderâ), 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 âAnnexure Iâ 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 Balance Sheet, the Statement of Profit and Loss (including other comprehensive income/loss), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account.

d. 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.

e. On the basis of the written representations received from the directors as on 31^st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure-IIâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g. 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:

In our opinion and to the best of our information and according to the explanations given to us, in view of losses during the year ended 31^st March 2021, the remuneration paid to directors have since been recovered/debited to their account on 31^st March 2021 and shown as recoverable which forms part of other current financial assets in note no. 14.

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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts 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.

For BSD & Co

Chartered Accountants

Firm''s Registration No: 000312S

Sd/-

Prakash Chand Surana

Partner

Membership No: 010276

UDIN: 21010276AAAAAF8451

Place: New Delhi

Date: 29^th June 2021

Mar 31, 2018

Independent Auditorsâ Report

To the Members of Omaxe Limited Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Omaxe Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Ind AS Financial Statementsâ).

Managementâs 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 (âthe Actâ) with respect to the preparation and presentation 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 the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ 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 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 standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of 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 aforesaid 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 the state of affairs of the Company as at 31 March

2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The Ind AS financial statements of the Company for the year ended March 31,2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements vide report dated 28^th May,2017. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the âAnnexure Iâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the relevant books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment Rules, 2016.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure IIâ and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements â Refer Note No. 36, 39, 40 to the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

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

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to information and explanations given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

iii. The Company has granted loans (secured or unsecured) to companies covered in the register maintained under Section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the companies covered in the register maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.

(b) The companies covered in the register maintained under Section 189 of the Act are regular in payment of principal and interest amount as stipulated.

(c) There are no overdue amounts in respect of loan granted to the companies covered in the register maintained under Section 189 of the Act.

Name of Statutes		Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding (Rs. in mn)
Income Tax Act,	1961	Income Tax	2006-07	High Court	9.68
Income Tax Act,	1961	Income Tax	2009-10	Income Tax Appellate Tribunal, New Delhi	31.52
Income Tax Act,	1961	Income Tax	2010-11	Commissioner of Income Tax(A), New Delhi	45.67
Income Tax Act,	1961	Income Tax	2011-12	Commissioner of Income Tax(A), New Delhi	36.93
Income Tax Act,	1961	Income Tax	2012-13	Commissioner of Income Tax(A), New Delhi	65.91
Income Tax Act,	1961	Income Tax penalty	2006-07	Commissioner of Income Tax(A), New Delhi	40.91
Income Tax Act,	1961	Income Tax penalty	2008-09	Commissioner of Income Tax(A), New Delhi	9.67

iv. In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

v. In our opinion and according to the information and explanations given to us, the Company has accepted deposits, in respect of which, directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and rules framed there under, to the extent applicable, have been complied with.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained, however, we have not made the detailed examination of such cost records.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess, goods and services tax (GST) and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities with delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, GST or other applicable material statutory dues which have not been deposited as on March 31, 2018 on account of any dispute except the followings:-

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders as at the balance sheet date.

Name of Statutes	Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding (Rs. in mn)
Income Tax Act, 1961	Income Tax penalty	2009-10	Commissioner of Income Tax(A), New Delhi	9.14
Delhi VAT ACT 2005	Sales Tax	2005-06 & 2006-07	Joint/ Deputy Commissioner of Trade & Taxes, Delhi	111.36
Haryana VAT 2003	Sales Tax	2017-18	Joint Commissioner Appeal, Commercial Tax Office, Faridabad, Haryana	76.61
Rajasthan VAT Act, 2003	Sales Tax	2007-08	Assistant Commissioner Tax Officer Bhiwadi	0.10
Rajasthan VAT Act, 2003	Sales Tax	2008-09	Assistant Commissioner Tax Officer Bhiwadi	0.15
Rajasthan VAT Act, 2003	Sales Tax	2008-09	Assistant Commissioner Tax Officer Bhiwadi	0.03
Rajasthan VAT Act, 2003	Sales Tax	2013-14	Assistant Commissioner Tax Officer Bhiwadi	0.26
Finance Act, 1994	Service Tax	2010-11 to 2012-13	Commissioner (Appeals)	25.02

ix. According to the information and explanations given to us, the term loans were generally applied for the purpose for which those are raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Act, where applicable and the details of related party transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Omaxe Limited (âthe Companyâ) as at 31st March, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

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 Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). 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 its 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.

Auditorsâ Responsibility

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 on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

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 internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting 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 internal financial control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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 authorizations of management and directors of the company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized 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

Because of the inherent limitations of internal financial controls over financial reporting, 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 internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us , the Company has, in all material respects, an adequate internal financial controls system over financial reporting but requires more strengthening and such internal financial controls over financial reporting were operating effectively as at 31^st March 2018, based on the internal control over financial reporting criteria established by the Company consisting the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B S D & Co.

Chartered Accountants

Firm''s Registration No: 000312S

Sd/-

Prakash Chand Surana

Partner

M. No.: 010276

Place of Signature: New Delhi

Date: 23^rd May, 2018

Mar 31, 2017

Independent Auditorsâ Report

To the Members of Omaxe Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Omaxe Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Ind AS Financial Statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

Auditorsâ Responsibility

Our responsibility is to express an opinion on these standalone Ind AS Financial Statements based on our audit.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS 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 Companyâs 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of 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

Report on Other Legal and Regulatory Requirements

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.

2016.

(e) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements â Refer Note No. 36,39,40 to the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

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

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management- Refer Note No. 11 to the standalone Ind AS financial statements.

i. (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of the fixed assets.

iii. The Company has granted loans (secured or unsecured) to companies covered in the register maintained under Section 189 of the Act.

(b) The companies covered in the register maintained under Section 189 of the Act are regular in payment of principal and interest amount as stipulated.

(c) There are no overdue amounts in respect of loan granted to the companies covered in the register maintained under Section 189 of the Act.

Name of Statutes	Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding (Rs. in mn)
Income Tax Act, 1961	Income Tax	2006-07	Income Tax Appellate Tribunal, New Delhi	41.95
Income Tax Act, 1961	Income Tax	2009-10	Income Tax Appellate Tribunal, New Delhi	31.52
Income Tax Act, 1961	Income Tax	2010-11	Commissioner of Income Tax(A), New Delhi	45.67
Income Tax Act, 1961	Income Tax	2011-12	Commissioner of Income Tax(A), New Delhi	55.81
Income Tax Act, 1961	Income Tax	2012-13	Commissioner of Income Tax(A), New Delhi	65.91
Income Tax Act, 1961	Income Tax penalty	2006-07	Commissioner of Income Tax(A), New Delhi	13.46
Income Tax Act, 1961	Income Tax penalty	2008-09	Commissioner of Income Tax(A), New Delhi	12.09

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities with delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, or other applicable material statutory dues which have not been deposited as on March 31, 2017 on account of any dispute except the followings:-

Name of Statutes	Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding (Rs. in mn)
Income Tax Act, 1961	Income Tax penalty	2009-10	Commissioner of Income Tax(A), New Delhi	11.42
Income Tax Act, 1961	Tax Deduction at Source	2012-13	Commissioner of Income Tax(A), New Delhi	0.77
U.P VAT Act, 2008	Sales Tax	Jan 2007-March 2008	Commercial Tax Tribunal, Noida	0.63
U.P VAT Act, 2008	Sales Tax	2010-11	Commercial Tax Tribunal, Noida	0.38
U.P VAT Act, 2008	Sales Tax	2013-14	Addl. Commissioner - Grade-2 (Appeal)-III,Noida	0.14
U.P VAT Act, 2008	Sales Tax	2014-15	Addl. Commissioner - Grade-2 (Appeal)-III,Noida	0.56
Delhi VAT ACT 2005	Sales Tax	2005-06	Joint/ Deputy Commissioner of Trade & Taxes, Delhi	43.94
Jammu & Kashmir General Sales Tax Act, 1962	Sales Tax	2003-04	Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962	0.12
Jammu & Kashmir General Sales Tax Act, 1962	Sales Tax	2004-05	Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962	0.45
Finance Act, 1994	Service Tax	2003-04 to 2007-08	Customs, Excise and Service Tax Appellate Tribunal, New Delhi	29.17

Statements as required by the applicable accounting standards.

xvi. According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

Annexure II to Independent Auditorsâ Report â 31 March 2017 (Referred to in our report of even date)

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Omaxe Limited (âthe Companyâ) as at 31st March,2017 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorsâ Responsibility

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 on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs internal financial control over financial reporting 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 Companyâs internal financial control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, to the best of our information and according to the explanations given to us , the Company has, in all material respects, an adequate internal financial controls system over financial reporting but requires more strengthening and such internal financial controls over financial reporting were operating effectively as at 31^st March 2017 , based on the internal control over financial reporting criteria established by the Company consisting the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Doogar & Associates

Chartered Accountants

Firmâs Registration No: 000561N

Sd/-

M.K. Doogar

Partner

M. No.: 080077

Place of Signature: New Delhi

Date: 28^th May, 2017

Mar 31, 2016

To the Members of Omaxe Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Omaxe Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 ^st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

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

Auditorâs Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure IIâ and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements â Refer Note 25,30,31 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

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

Annexure I to Independent Auditorsâ Report (Referred to

in our report of even date)

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

(ii) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

(iii) The Company has / had granted loan to five subsidiary companies covered in the register maintained under Section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the subsidiary companies covered in the register maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.

(b) The subsidiary companies covered in the register maintained under Section 189 of the Act are regular in payment of principal and interest amount as stipulated.

(c) There are no overdue amounts in respect of loan granted to the subsidiary companies covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion and according to the information and explanations given to us, the Company has accepted deposits, in respect of which, directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and rules framed there under, to the extent applicable, have been complied with.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained, however, we have not made the detailed examination of such cost records.

(vii) (a) According to the information and explanations given

to us and on the basis of our examination of the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, duty of customs, duty of excise, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities with delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, or other applicable material statutory dues which have not been deposited as on March 31, 2016 on account of any dispute except the followings:-

(viii) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders as at the balance sheet date.

Name of Statutes	Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding ( Rs. in mio)
Income Tax Act, 1961	Income Tax	2006-07	Income Tax Appellate Tribunal, New Delhi	81.95
Income Tax Act, 1961	Income Tax	2009-10	Income Tax Appellate Tribunal, New Delhi	31.52
Income Tax Act, 1961	Income Tax	2010-11	Commissioner of Income Tax(A), New Delhi	45.67
Income Tax Act, 1961	Tax Deduction at Source	2012-13	Commissioner of Income Tax(A), New Delhi	0.77
Income Tax Act, 1961	Income Tax penalty	2006-07	Commissioner of Income Tax(A), New Delhi	13.46
U.P VAT Act, 2008	Sales Tax	Jan 2007-March 2008	Commercial Tax Tribunal, Noida	0.63
U.P VAT Act, 2008	Sales Tax	2010-11	Commercial Tax Tribunal, Noida	0.38
Delhi VAT ACT, 2005	Sales Tax	2005-06	Joint/ Deputy Commissioner of Trade & Taxes, Delhi	43.94
Jammu & Kashmir General Sales Tax Act, 1962	Sales Tax	2003-04	Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962	0.12
Jammu & Kashmir General Sales Tax Act, 1962	Sales Tax	2004-05	Appellate Authority of the Jammu & Kashmir General Sales Tax Act, 1962	0.45
Haryana Value Added Tax Act, 2003	Sales Tax	2009-10	Punjab & Haryana High Court & Haryana Tax Tribunal, Chandigarh	43.32
Haryana Value Added Tax Act, 2003	Sales Tax	2010-11	Punjab & Haryana High Court & Haryana Tax Tribunal, Chandigarh	130.45
Haryana Value Added Tax Act, 2003	Sales Tax	2011-12	Joint Excise & Taxation Commissioner (Appeal), Faridabad	108.76
Haryana Value Added Tax Act, 2003	Sales Tax	2012-13	Joint Excise & Taxation Commissioner (Appeal), Faridabad	96.27
Finance Act, 1994	Service Tax	2003-04 to 2007-08	Customs, Excise and Service Tax Appellate Tribunal, New Delhi	29.17

(ix) According to the information and explanations given to us, the term loans were generally applied for the purpose for which those are raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

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

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii)According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi)According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

Annexure II to Independent Auditorsâ Report â 31 March 2016 (Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Omaxe Limited (âthe Companyâ) as at 31st March 2016 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorsâ Responsibility

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 on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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 authorizations of management and directors of the company; and

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In expressing our opinion, we have placed reliance on the study of proper Internal Financial Controls over Financial Reporting by the In-house Internal Audit Team of the Company. Based on the study, as aforesaid and on the basis of test checks performed by us, in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting but requires more strengthening and such internal financial controls over financial reporting were operating effectively as at 31st March 2016 as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Doogar & Associates Chartered Accountants Firm''s Reg. No. 000561N

Sd/- M.K. Doogar

Place of signature: New Delhi Partner Date: 24^th May, 2016 M. No. 080077

Mar 31, 2015

We have audited the accompanying standalone financial statements of Omaxe Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 the law have been kept by the Company so far as it appears from our examination of those books.

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Â Refer Note No. 25, 30, 31 to the financial statements;

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

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

Annexure to the Auditor''s Report

(Referred to in paragraph 1 under report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on Standalone Financial Statements for the year ended March 31st, 2015)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physically verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company has granted loans to five companies covered in the register maintained under section 189 of the Companies Act, 2013 and the company is regular in receipt of interest and principal amount as stipulated.

(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the companies listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In our opinion and according to the information and explanations given to us, the company has accepted deposits, in respect of which, directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under, to the extent applicable, have been complied with.

(vi) According to the information and explanations given to us, the cost records have been maintained by the company pursuant to section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

(vii) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, duty of customs, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2015 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Dues Year to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-07

Income Tax Act, 1961 Income Tax 2008-09

Income Tax Act, 1961 Income Tax 2009-10

Tax Income Tax Act, 1961 Deduction 2012-13 at Source

Income Tax Act, 1961 Income Tax 2007-08 Jan 2007- U.P. VAT Act, 2008 Sales Tax March 2008

U.P. VAT Act, 2008 Sales Tax 2010-11

UTT vat Act, 2005 Sales Tax 2009-10

Delhi vAT ACT, 2005 Sales Tax 2005-06

Jammu & Kashmir General

Sales Tax 2003-04 Sales Tax Act, 1962

Jammu & Kashmir General Sales Tax 2004-05 Sales Tax Act, 1962

2003-04 to Finance Act, 1994 Service Tax 2007-08

Name of Statutes Forum where dispute is pending Amount Outstanding (Rs,in mio)

Income Tax Act, 1961 Income Tax Appellate Tribunal, New Delhi 114.45

Income Tax Act, 1961 Commissioner of Income Tax(A), New 145.42 Delhi

Income Tax Act, 1961 Commissioner of Income Tax(A), New 129.39 Delhi

Income Tax Act, 1961 Commissioner of Income Tax(A), New 0.77 Delhi

Income Tax 1961 Commissioner of Income Tax(A), New 320.96 Delhi

U.P VAT Act, 2008 Commercial Tax Tribunal, Noida 0.63

U.P. VAT Act, 2008 Commercial Tax Tribunal, Noida 0.38

U.TT VAT Act,2005 Deputy Commissioner, Rudrapur 0.49

Delhi VAT ACT 2005 Joint/ Deputy Commissioner of Trade & 43.94 Taxes, Delhi

jAMMU & KASHMIR gENERAL Sales Tax Act,2005 Appellate Authority of the Jammu & 0.09 Kashmir General Sales Tax Act, 1962

Jammu & kashmir General sales Tax Act,1962 Appellate Authority of the Jammu & 0.29 Kashmir General Sales Tax Act, 1962

Finance Act, 1994 Customs, Excise and Service Tax 29.17 Appellate Tribunal, New Delhi

(c) According to the information and explanation given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses as at March 31, 2015 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(x) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries, the terms and conditions whereof are not, prima-facie, prejudicial to the interest of the company.

(xi) According to the information and explanation given to us and records examined by us, the term loans have generally been applied for the purpose for which they were raised.

(xii) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates

Chartered Accountants

Firm''s Reg. No. 000561N

Sd/-

M.K. Doogar

Place of signature: New Delhi Partner

Date: 28th May, 2015 M. No. 80077

Mar 31, 2014

We have audited the accompanying financial statements of Omaxe Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and 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 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 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 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.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of 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:

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

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

(c) 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") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act , 2013.;

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

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

Annexure to the Auditors'' Report (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on the Financial Statements for the year ended March 31, 2014)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physically verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under Section 301 of the Act.

(b) The Company has taken unsecured loan from two companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2,760.07 mio and the year end balance of such loans taken was Rs. 260.07 mio.

(c) According to the information and explanation given to us, the rate of interest,where ever applicable, and other terms and conditions of the loan taken are prima-facie not prejudicial to the interest of the Company.

(d) The principal amount of loan taken with interest is repayable on call. The Company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit,we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of Section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, 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 ,in respect of deposits, directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, to the extent applicable, have been complied with .

(vii) The Company has in-house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii)We have broadly reviewed the cost records maintained by the company pursuant to Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima-facie, the prescribed records have been maintained, however we have not made a detailed examination of such records to ascertain whether they are accurate or not.

(ix) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2014 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Year Dues to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-2007

Income Tax Act, 1961 Tax Deduction 2012-2013 at Source

U.P. Trade Tax Act, 1948 Sales Tax March 31, 2012

U.P. VAT Act, 2008 Sales Tax Jan 2007-March 2008

U.P. VAT Act, 2008 Sales Tax March 31, 2011

Delhi VAT Act, 2005 Sales Tax 2005-06

Jammu & Kashmir Sales Tax 2003-2004 General Sales Tax Act, 1962

Jammu & Kashmir Sales Tax 2004-2005 General Sales Tax Act, 1962

Rajasthan VAT Act, 2003 Sales Tax March 31, 2010

Rajasthan VAT Act, 2003 Sales Tax March 31, 2011

Rajasthan VAT Act, 2003 Sales Tax March 31, 2012

Uttaranchal Vat Act, 2005 Sales Tax March 31, 2010

Finance Act, 1994 Service Tax 2003-04 to 2007-08

Name of Statues Forum where dispute is pending Amount Outstanding (Rs. in mio)

Income Tax Act, 1961 Commissioner of Income Tax(A) Â III, New Delhi 562.46

Income Tax Act, 1961 Income Tax Appellate Tribunal, New Delhi 1.02

U.P. Trade Tax Act, 1948 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 2.32

U.P. VAT Act, 2008 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 0.63

U.P. VAT Act, 2008 Joint Commissioner (Appeal) Trade Tax Range Noida (U.P) 0.38

Delhi VAT Act, 2005 Joint/Deputy Commissioner of Trade & Taxes, Delhi 43.94

Jammu & Kashmir General Sales Tax Act, 1962 Appellate Authority Under Section 11 of the 0.09 Jammu & Kashmir General Sales Tax Act, 1962

Jammu & Kashmir General Sales Tax Act, 1962 Appellate Authority Under Section 11 of the 0.29 Jammu & Kashmir General Sales Tax Act, 1962

Rajasthan VAT Act, 2003 Add. Commissioner, Commercial Tax, Division B Bhiwadi. 0.27

Rajasthan VAT Act, 2003 Add. Commissioner, Commercial Tax, Division B Bhiwadi. 0.03

Rajasthan VAT Act, 2003 Commercial Tax Officer, Bhiwadi 0.16

Uttaranchal Vat Act, 2005 Deputy Commissioner, Commercial Tax, Rudrapur 0.71

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, 29.17 New Delhi

(x) The Company does not have any accumulated losses as at March 31, 2014 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society; accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the informing and explanation given to us the Company is not a dealer or trader in securities. The Company has invested some funds in securities. 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 investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us and records examined by us, the term loans have generally 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, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

(xviii) The Company has made preferential allotment of preference shares to a Company covered in register maintained under section 301 of the Companies Act, 1956, the terms and conditions thereof are, prima-facie, not prejudicial to the interest of the Company.

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates

Chartered Accountants

Firm''s Reg.No.000561N

sd/-

M.K. Doogar

Place of signature: New Delhi Partner

Date: 30th May, 2014 M. No. 80077

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Omaxe Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and 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 judgement, 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

(c) 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") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

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

Annexure to the Auditors'' Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Omaxe Limited on the Financial Statements for the year ended 31st March, 2013)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loan from one company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.200 mio and the year end balance of such loan taken was Rs.200 mio.

(c) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are prima facie not prejudicial to the interest of the company.

(d) The principal amount of loan taken with interest is repayable on call. The company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, 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, in respect of deposits, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, to the extent applicable, have been complied with.

(vii) The Company has in-house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the company pursuant to Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima-facie, the prescribed records have been maintained, however we have not made a detailed examination of such records to ascertain whether they are accurate or complete.

(ix) (a) According to the records of the Company, provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees'' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2013 on account of any dispute except the followings:-

Name of Statutes Nature of Financial Year Dues to which the matter pertains

Income Tax Act, 1961 Income Tax 2006-07

Income Tax Act, 1961 Income Tax 2007-08

Punjab General Sales Tax Act, Sales Tax March 31, 2003 1948

Haryana Value Added Tax Act, Sales Tax March 31, 2005 2003

Haryana Value Added Tax Act, Sales Tax March 31, 2006 2003

Haryana Value Added Tax Act, Sales Tax March 31, 2011 2003

U.P Trade Tax Act, 1948 Sales Tax March 31, 2007

U.P Trade Tax Act, 1948 Sales Tax Dec.,2007

U.P VAT Act, 2008 Sales Tax January 2007 to March 2008

U.P VAT Act, 2008 Sales Tax March 31, 2009

U.P VAT Act, 2008 Sales Tax March 31, 2010

U.P. VAT Act, 2008 Sales Tax March 31,2011

Delhi VAT ACT, 2005 Sales Tax 2005-06& 2006- 07

Finance Act, 1994 Service Tax 2003-04 to 2007- 08

Forum where dispute is pending Amount Outstanding (Rs. in mio)

Commissioner of Income Tax (A) Â III, New Delhi 854.78

Income Tax Appellate Tribunal, New Delhi 335.84

Deputy Excise & Taxation Commissioner, 1.50 Chandigarh

Joint Excise & Taxation Commissioner (A) 0.79 Faridabad

Joint Excise & Taxation Commissioner (A) 0.70 Faridabad

Joint Excise & Taxation Commissioner (A) 0.62 Faridabad

Joint Commissioner (A), Trade Tax, Range Noida 4.62 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 1.34 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 0.63 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.11 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.17 (U.P.)

Joint Commissioner (A) Trade Tax, Range Noida 2.07 (U.P.)

Joint/Deputy Commissioner of Trade & Taxes , 45.09 Delhi Customs, Excise and Service Tax Appellate 29.17 Tribunal, New Delhi

(x) The Company does not have any accumulated losses as at March 31, 2013 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society; accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us and records examined by 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, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of audit carried out and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates

(Firm Regn. No. 000561N)

Chartered Accountants

sd/-

M.K. Doogar

Place of Signature: New Delhi Partner

Date: 30th May, 2013 M. No. 80077

Mar 31, 2012

1. We have audited the attached Balance Sheet of Omaxe Limited, as at March 31, 2012, the statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 by Companies (Auditor Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"), and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, 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 in paragraph 3 above, we report that:

i) 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 account as required by law have been kept by the Company, so far as appears from our examination of those books;

c) In our opinion, the Balance Sheet, statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

ii) 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;

iii) 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 is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes thereon 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii) In the case of the statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

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

Annexure to Auditors' Report (Referred to in paragraph 3 of our report of even date to the members of Omaxe Limited on the accounts for the year ended March 31, 2012)

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

(b) The fixed assets have been physically verifed by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) (a) The inventory includes land, completed real estate projects, project in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) According to the information and explanation given to us, the company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Act.

(b) The Company has taken unsecured loan from one company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was -200 mio and the year end balance of such loan taken was -200 mio.

(c) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are prima facie not prejudicial to the interest of the Company.

(d) The principal amount of loan taken along with interest is repayable on call. The Company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanations given to us, 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, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has not accepted deposits from the public with in the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The Company has in house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the company pursuant to Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima-facie, the prescribed records have been maintained.

(ix) (a) According to the records of the Company, provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2012 on account of any dispute except the followings :-

Name of Statutes Nature Financial Year of Dues to which the matter pertains

Income Tax Act, 1961 Income Tax 2005-06

Income Tax Act, 1961 Income Tax 2007-08

Income Tax Act, 1961 Income 2006-07 Tax (TDS)

Punjab General Sales Sales Tax March 31, 2003 Tax Act, 1948

Haryana Value Added Sales Tax March 31, 2005 Tax Act, 2003

Haryana Value Added Sales Tax March 31, 2006 Tax Act, 2003

Haryana Value Added Sales Tax March 31, 2009 Tax Act, 2003

U.P. Trade Tax Act, 1948 Sales Tax March 31, 2007

U.P. Trade Tax Act, 1948 Sales Tax Dec., 2007

U.P. Trade Tax Act, 1948 Sales Tax January 2007 to March 2008

U.P. Trade Tax Act, 1948 Sales Tax March 31, 2009

U.P. Trade Tax Act, 1948 Sales Tax March 31, 2010

Delhi VAT ACT, 2005 Sales Tax 2005-06

Delhi VAT ACT, 2005 Sales Tax 2006-07

Name of Statue Forum where dispute is pending Amount Outstanding (Rs. in mio)

Income Tax Act, 1961 Writ Petition pending before High Court of Delhi 296.34

Income Tax Act, 1961 Commissioner of Income Tax (A) Ã III, New Delhi 418.82

Income Tax Act, 1961 Deputy Commissioner of Income Tax, CIR 51(1), 5.28 New Delhi

Punjab General Sales Tax Act, 1948 Deputy Excise & Taxation Commissioner, 1.50 Chandigarh

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation Commissioner (A) 0.79 Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation Commissioner (A) 0.70 Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation Commissioner (A) 6.06 Faridabad

U.P. Trade Tax Act, 1948 Joint Commissioner (A) Trade Tax Range Noida 4.62 (U.P.)

U.P. Trade Tax Act, 1948 Joint Commissioner (A) Trade Tax Range Noida 1.34 (U.P.)

U.P. Trade Tax Act, 1948 Joint Commissioner (A) Trade Tax Range Noida 0.63 (U.P.)

U.P. Trade Tax Act, 1948 Joint Commissioner (A) Trade Tax Range Noida 2.11 (U.P.)

U.P. Trade Tax Act, 1948 Joint Commissioner (A) Trade Tax Range Noida 2.17 (U.P.)

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of Trade & Taxes, Delhi 44.19

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of Trade & Taxes, Delhi 0.89

(x) The Company does not have any accumulated losses as at March 31, 2012 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us and records examined by 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, in our opinion and according to the information and explanations given to us, we report that funds raised on short-term basis, have not been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has not issued debentures during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Doogar & Associates (Regn. No. Ã 000561N) Chartered Accountants

Sd/-

M.K. Doogar

Partner (F-80077)

Place: New Delhi Date : 30th May, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Omaxe Limited, as at March 31, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 by Companies (Auditor Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1 956 ("the Act"), and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, 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 in paragraph 3 above, we report that:

i) 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 account as required by law have been kept by the Company, so far as appears from our examination ofthose books;

c) In our opinion, the Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with bythis report comply with the Accounting Standards referred to in sub-section (3C) of section211 ofthe Act;

ii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iii) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the board of directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes thereon 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011;

ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

Annexure to Auditors' Report

(Referred to in paragraph 3 of our report of even date to the members of Omaxe Limited on the accounts for the year ended March 31,2011)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) (a) The inventory includes land, completed real estate projects, project in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company had granted interest bearing unsecured loan to one subsidiary company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.1800.00 mio and the year-end balance of loan granted to such company was Rs.922.00 mio.

(b) According to the information and explanations given to us, the rate of interest and other terms and conditions of the loan given wherever applicable, are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loan granted to one subsidiary company, the repayment thereof is linked to repayment by the Company to the bank. The Company is regular in repaying the principle and interest amount as stipulated whenever principle & Interest have become due.

(d) The Company has taken unsecured loan from two companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.694.58 mio and the year end balance of such loan taken was Rs.339.64 mio.

(e) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are not prima facie, prejudicial to the interest of the Company.

(f) The principal amount of loan taken along with interest is repayable on call. The Company is regular in repayment of principal and interest whenever such call has been made.

(iv) In our opinion and according to the information and explanations given to us, 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, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of theAct have been soentered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has not accepted deposits from the public with in the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1 975.

(vii) The Company has in house internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii)As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act in respect of the activities of the Company.

(ix) (a) According to the records of the Company, provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees' state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2011 on account of any dispute except the followings:

Name of Statutes Nature of Dues Financial Year to which the matter pertains

Income Tax Act, 1961 Income Tax 2007-08

Income Tax Act, 1961 Income Tax 2007-08

Income Tax Act, 1961 Income Tax 2008-09

Punjab General Sales Sales Tax March 31st, 2003 Tax Act, 1948

Haryana Value Added Sales Tax March 31st, 2005 Tax Act, 2003

Haryana Value Added Sales Tax March 31st, 2006 Tax Act, 2003

Haryana Value Added Sales Tax 2009-10 Tax Act, 2003

U.R Trade Tax Sales Tax March 31 st, 2006 Act, 1948

U.R Trade Tax Sales Tax Dec, 2007 Act, 1948

U.R Trade Sales Tax January 2007 Tax Act, 1948 to March 2008

U.R Trade Tax Sales Tax March 31 st, 2009 Act, 1948

Delhi VAT ACT, Sales Tax 2005-06 2005

Delhi VAT Sales Tax 2006-07 ACT, 2005

Show Cause Service Tax 2004-05 to

Notice Received 2007-08

Show Cause Service Tax 2002-03 to

Notice Received 2007-08

Name of Statutes Forum where dispute Amount is pending Outstanding (Rs. in Mio)

Income Tax Act, 1961 Commissioner of Income 418.82 Tax (A) - III, New Delhi

Income Tax Act, 1961 Deputy Commissioner of 19.73 Income Tax, CIR 51 (1), New Delhi

Income Tax Act, 1961 Deputy Commissioner of 0.04 Income Tax, CIR 51 (1), New Delhi

Punjab General Sales Tax Act, 1948 Deputy Excise & Taxation 1.50 Commissioner, Chandigarh

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 0.80 Commissioner (A) Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 1.55 Commissioner (A) Faridabad

Haryana Value Added Tax Act, 2003 Joint Excise & Taxation 6.06 Commissioner (A) Faridabad

U.R Trade Tax Act, 1 948 Joint Commissioner (A) 4.90 Trade Tax Range Noida (U.R)

U.R Trade Tax Act, 1 948 Joint Commissioner (A) Trade Tax Range Noida (U.R) 1.38

U.R Trade Tax Act, 1948 Joint Commissioner (A) 0.63 Trade Tax Range Noida (U.R)

U.R Trade Tax Act, 1 948 Joint Commissioner (A) 2.13 Trade Tax Range Noida (U.R)

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner 43.93 of Trade & Taxes, Delhi

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner 0.82 of Trade & Taxes, Delhi

Show Cause Notice Received Show Cause Notice issued by Commissioner Service Tax A.E Delhi 15.00

Show Cause Notice Received Show Cause Notice issued by Commissioner Service Tax A.E Delhi 14.10

(x) The Company does not have any accumulated losses as at March 31, 2011 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as atthe balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us and records examined by 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, in our opinion and according to the information and explanations given to us, we report that funds raised on a short-term basis, have not been used for long-term investment.

(xviii)The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the Company has not issued debentures during the year. The Company had created security or charge in respect of debenture issued in prior years which were outstanding during the current year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of the audit carried out and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For Doogar & Associates

(Regn. No. - 000561 N)

Chartered Accountants

Sd/-

M.K.Doogar

Partner

(F-80077)

Place: New Delhi

Date: 30th May, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Omaxe Limited, as at March 31, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards Generally Accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 by Companies (Auditor Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ("the Act"), and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of the audit, 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 in paragraph 3 above, we report that:

i) 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 account as required by law have been kept by the Company, so far as appears from our examination of those books;

c) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

ii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iii) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the board of directors, we report that none of the director is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other notes thereon 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

Annexure to Auditors Report

(Referred to in paragraph 3 of our report of even date to the members of Omaxe Limited on the accounts for the year ended March 31, 2010)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) (a) The inventory includes land, completed real estate projects, project in progress, construction material, development and other rights in identified land. Physical verification of inventory have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company had granted interest bearing unsecured loan to one subsidiary company listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.1800.00 mio and the year-end balance of loan granted to such company was Rs.1800.00 mio.

(b) According to the information and explanations given to us, the rate of interest and other terms and conditions of the loan given wherever applicable, are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loan granted to one subsidiary company, the repayment thereof is linked to repayment by the Company to the bank, which is not yet due. Accordingly, no comments are being offered on timely repayment of principal and interest and on overdue amounts.

(d) The Company has taken unsecured loan from one subsidiary company and three other companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 785.67 mio and the year end balance of such loan taken was Rs. 555.27 mio.

(e) According to the information and explanation given to us, the rate of interest and other terms and conditions of the loan taken are not prima facie, prejudicial to the interest of the Company.

(f) The principal amount of loan taken along with interest is repayable on call. The Company has not received any call in respect thereof. Accordingly, no comments are being offered on timely repayment of principal / interest and on overdue amounts.

(iv) In our opinion and according to the information and explanations given to us, 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, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register required to be maintained in pursuance of section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have generally been made, other than the transactions for which comparable prices are not available, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(vii) The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Act in respect of the activities of the Company.

(ix) (a) According to the records of the Company, provident fund, employees state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material undisputed statutory dues have generally been deposited regularly during the year with the appropriate authorities except for delays in certain cases and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of provident fund, employees state insurance, income tax, sales tax, work contract tax, wealth tax, service tax, cess and other applicable material statutory dues which have not been deposited as on March 31, 2010 on account of any dispute except the followings:

Name of Statutes Nature of Dues Financial Year to which

the matter pertains

Punjab General Sales Tax March 31st, 2003 Sales Tax Act, 1948

Haryana Value Added Sales Tax March 31st, 2004

Haryana Value Added Sales Tax March 31st, 2005 Tax Act, 2003

Haryana Value Added Sales Tax March 31st, 2006 Tax Act, 2003 Haryana Value Added Sales Tax March 31st, 2009 Tax Act, 2003 Haryana Value Added Sales Tax 2009-10 Tax Act, 2003

Delhi VAT ACT, 2005 Sales Tax 2005-06

Delhi VAT ACT, 2005 Sales Tax 2006-07

Himachal Pradesh Sales Tax March 31st 2002 to General Sales Tax Act, 1968 March 31st 2004

Show Cause Notice Service Tax 2004-05 to 2007-08 Received

Show Cause Notice Service Tax 2002-03 to 2007-08 Received

Name of Statutes Forum where dispute Amount is pending outstanding (Rs. in mio)

Punjab General Deputy Excise & Taxation 1.50 Sales Tax Act, 1948 Commissioner, Chandigarh

Haryana Value Added Joint Excise & Taxation 1.12 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 1.73 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 1.55 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 0.09 Tax Act, 2003 Commissioner (A) Faridabad

Haryana Value Added Joint Excise & Taxation 6.06 Tax Act, 2003 Commissioner (A) Faridabad

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of 43.93 Trade & Taxes, Delhi

Delhi VAT ACT, 2005 Joint/ Deputy Commissioner of 0.82 Trade & Taxes, Delhi

Himachal Pradesh Deputy Excise and Taxation 0.20 General Commissioner (Appeals) Mandi Sales Tax Act, 1968

Show Cause Notice Show Cause Notice issued by 15.00 Received Commissioner Service Tax A.E Delhi

Show Cause Notice Show Cause Notice issued by 14.10 Received Commissioner Service Tax A.E Delhi

(x) The Company does not have any accumulated losses as at March 31, 2010 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Bank, Financial Institution and debenture holders as at the balance sheet date.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi / mutual benefit fund / society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested some funds in mutual funds and other securities. 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 investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantees on behalf of subsidiaries and others, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us and records examined by us, the term loans have generally 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, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to the parties covered in register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, security or charge has been created in respect of the secured debentures.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of the audit carried out and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For Doogar & Associates (Regn. No. - 000561N) Chartered Accountants

Sd/- M.K. Doogar Partn er M. No. 80077

Place: New Delhi Date: 27th May, 2010

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