Auditor Report of Espire Hospitality Ltd.

Mar 31, 2024

We have audited the Standalone Financial Statements of Espire Hospitality Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2024, 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 ended on that date and a summary of material 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 the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Opinion

The Company during the previous year had commenced operations for its leased resorts in

Goa. The Company is in the process of getting the registration under Central Goods and Service Tax Act, 2017

and fulfilling the related compliances.

Our opinion is not modified in respect of the above matter.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for 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 consolidated financial statements, standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Management''s Responsibilities for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other 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 is also responsible for overseeing the Company''s financial reporting process.

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

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

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

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

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

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

•Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or 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.

• 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.

Report on Other Legal and Regulatory Requirements

1. 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, Statement of changes in equity and the Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to the 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, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(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.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which

are material either individually or in the aggregate) 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 or entity, including foreign entity ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v) No dividend has been declared or paid during the year by the company.

(vi) Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

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

2. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For BANSAL & CO LLP

Chartered Accountants

(Firm''s Registration No. : 01113N /N500079)

Siddharth Bansal

Partner

(Membership No. 518004)

UDIN:24518004BKATHZ2652

Place of Signature: New Delhi

Date: May 30, 2024

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Mar 31, 2023

Espire Hospitality Limited (Formerly Known as Wellesley Corporation Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of Espire Hospitality Limited (Formerly Known as Wellesley Corporation Limited) ("the Company"), which comprise the Balance Sheet as at 31st 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 ended on that date and a summary of 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 the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Opinion

The Company during the year ended March 31,2023, commenced operations for one of its leased resorts in the state of Goa. The Company is in the process of getting the registration under Central Goods and Service Tax Act, 2017 and fulfilling the related compliances.

Our opinion is not modified in respect of the above matter.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for 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 consolidated financial statements, standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibilities for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other 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 is also responsible for overseeing the Company''s financial reporting process.

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

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

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

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

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

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or 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.

• 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.

Report on Other Legal and Regulatory Requirements

1. 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, Statement of changes in equity and the Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to the 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, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor''s Repo rt 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:

1. 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.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v) No dividend has been declared or paid during the year by the company.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

2. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For BANSAL & CO LLP

Chartered Accountants

(Firm''s Registration No. : 01113N /N500079)

Siddharth Bansal

Partner

(Membership No. 518004)

UDIN: 23518004BGVPJZ1675 Place of Signature: New Delhi Date: May 30, 2023

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Mar 31, 2015

We have audited the accompanying financial statements of Wellesley Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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 section 133 of the Companies Act, 2013 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

b) in the case of the Statement of Profit and Loss, of the loss 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, 2015 ("the Order") as amended issued by the Central Government of India in terms of sub-section (3) of section 143 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 143(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 section 133 of the Companies Act, 2013 to the extent applicable;

e) On the basis of 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 March 31,2015, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

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 :

(1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 18 to the financial statements;

(2) No provision is required to be made for any long term contract including derivative contracts.

(3) No amount required to be transferred to the Investor Education and Protection Fund by the company.

The Annexure referred to in paragraph 1 of the Independent Auditor's Report to the members of Wellesley Corporation Limited for the year ended 31st March, 2015.

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

(b) In our opinion and according to the information and explanations given to us, fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

(ii) (a) Inventories have been physically verified during the year by the management at reasonable intervals.

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

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

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses 3 iii (a) & (b) of the order are not applicable to the Company.

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

(v) The Company has not accepted any deposits from the public covered under section 2(31), 73 to 76 of the Companies Act,2013.

(vi) As per information & explanation given by the management, maintenance of cost records is not applicable on the company since Cost (Records & Audit) Rules 2014 does not applicable on the company.

(vii) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 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 is no disputed demand pending as at 31st March,2015

(viii) The company has accumulated losses of more than fifty percent of its net worth as at the end of the financial year 31st March, 2015 and the company has not incurred any cash losses during such financial year and also in the financial year immediately preceding such financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank as at 31st March,2015 .

(x) According to the information and explanations given to us, the Company has not given guarantee for loans taken by other from bank or financial institutions.

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

For Srivastava Kumar & Company Chartered Accountants (Firm Regn No 011204N)

(M.K.Jain) Place: New Delhi Partner Date: 28th May, 2015 Membership No.F-88223

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Mar 31, 2014

We have audited the accompanying financial statements of Wellesley Corporation 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

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

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

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

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 subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable;

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 directors 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.

The Annexure referred to in paragraph 1 of the Independent Auditor''s Report to the members of Wellesley Corporation Limited for the year ended 31st March, 2014.

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

(b) In our opinion and according to the information and explanations given to us, fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

(c) Some of the fixed assets having "NIL"WDV have been disposed off during the year.

(ii) (a) Inventories have been physically verified during the year by the management at reasonable intervals.

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

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

(iii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 4 iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses 4 (iii) (f) & (g) are not applicable to the company.

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

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the company has not entered into transaction which requires to be recorded in a register to be maintained in pursuance of Section 301 ,of the Companies Act. Consequently ,the provision of clause 4 (v)(b) of the order is not applicable to the company.

(vi) The Company has not accepted any deposits from the public covered under section 58Aand 58AAof the Companies Act, 1956.

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

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

(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 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 is no disputed demand pending as at 31st March, 2014.

(x) The company has accumulated losses of more than fifty percent of its net worth as at the end of the financial year 31s'' March, 2014 and the company has not incurred any cash losses during such financial year and also in the financial year immediately preceding such financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank as at 31st March, 2014.

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

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of the clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

(xiv) According to information and explanations given to us, the Company is not dealing or trading in Shares, securities, debentures & other Investments hence no comment is required under this clause.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank orfinancial institution hence no comment is required underthis clause.

(xvi) Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year hence no comment is required under this clause.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31s1 March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year hence no comment is required under this clause.

(xix) Company has not issued any debentures hence no comment is required under this clause.

(xx) The Company has not raised any money by public issue during the year hence no comment is required under this clause.

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

For Srivastava Kumar & Company

Chartered Accountants (FirmRegnNo 011204N)

(M.K.Jain)

Place: New Delhi Partner

Date : May 19, 2014 Membership No.F-88223

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Wellesley Corporation Limited (Formerly known as Usha Housing Development Company Limited) as at 31 st March, 2012 and the related Profit and loss account and 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 have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report in the Annexure of this report, on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

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

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes four 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 such books.

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

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

(e) On the basis of written representation received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2012 from being appointed as Directors Under Section 274(1 )(g) of the Companies Act 1956.

(f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with notes thereon as per schedule ‘8' gives the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31 thMarch, 2012:

(ii) I n the case of Profit and Loss Account, of the profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF WELLESLEY CORPORATION LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31th MARCH, 2012

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed

assets.

(b) The physical verification of fixed assets has been carried out by the management during the year and no material discrepancy was found during such verification.

(c) During the year the company has not disposed off any of its fixed assets.

(ii) (a) The stocks of work in progress of the company have been physically verified by the management as at the year end.

There is no stock of finished goods with the company.

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

(c) According to the information and explanations given to us, the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) The company has not granted or taken any loan secured or unsecured to/from companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such the provisions of clause (iii) (b),(c),(d) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchases of inventory and fixed assets and for sale of goods.

(v) (a) The transactions need to be entered in to the register maintained in pursuance of Section 301 of the Companies Act,

1956 have been so entered.

(b) The company has not entered in any transactions with the parties mentioned in the register maintained in pursuance of the provisions of Section 301 of Companies Act, 1956.

(vi) The Company has not accepted any deposit from public within the meaning of Sections 58Aand 58AAof the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and directives issued by the Reserve Bank of India.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956.

(ix) According to the records of the company, the company is generally been regular in depositing undisputed statutory dues including income tax, provident fund and other statutory dues. According to the information and explanations given to us, no undisputed amount is payable in respect of above was outstanding, as at 31st March, 2012 for a period of more than six months from the date it became payable. As explained to us, Investor education and protection fund, employees state insurance, custom duty, excise duty, cess and wealth tax is not applicable to the company.

(x) The company has accumulated losses of more than fifty percent of its net worth as at the end of the financial year 31 March, 2012 and the company has not incurred any cash losses during such financial year and also in the financial year immediately preceding such financial year.

(xi) The company has not taken any loans from banks and no loan has been taken from the financial institution and debentures holders, hence this clause is not applicable.

(xii) According to information and explanations given, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investment.

(xv) According to information and explanations given, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The company has not obtained any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment and vice-versa.

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures.

(xx) The company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, 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 & on behalf of Sri vastava Kumar & Company Chartered Accountants (Firm Regn No011204N) (M.K.Jain)

Place: New Delhi Partner

Date: 26th May 2012 Membership No.88223

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Usha Housing Development Company Limited as at 31st March, 2010 and the related Profit and loss account and 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 have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report in the An nexure of this report, on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

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

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the 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 such books.

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

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

(e) On the basis of written representation received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2010 from being appointed as Directors Under Section 274(1 )(g) of the Companies Act 1956.

(f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with notes thereon as per schedule 6 gives the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010:

(ii) In the case of Profit and Loss Account, of the profit of the company forthe year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF

EVEN DATE TO THE MEMBERS OF USHA HOUSING DEVELOPMENT COMPANY LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31st MARCH, 2010

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

(b) The physical verification of fixed assets has been carried out by the management during the year and no material discrepancy was found during such verification.

(c) The company has not disposed off any of its fixed assets during the year.

(ii) (a) The stocks of work in progress of the company have been physically verified by the management as at the year end. There is no stock of finished goods with the company.

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

(c) According to the information and explanations given to us, the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) The company has not granted or taken any loan secured or unsecured to / from companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such the provisions of clause (iii) (b),(c),(d) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchases of inventory and fixed assets and for sale of goods.

(v) (a) The transactions need to be entered in to the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) The company has not entered in any transactions with the parties mentioned in the register maintained in pursuance of the provisions of Section 301 of Companies Act, 1956.

(vi) The Company has not accepted any deposit from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and directives issued by the Reserve Bank of India.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956.

(ix) According to the records of the company, the company is generally been regular in depositing undisputed statutory dues including income tax, provident fund and other statutory dues. According to the information and explanations given to us, no undisputed amount is payable in respect of above was outstanding, as at 31st March, 2010 for a period of more than six months from the date it became payable. As explained to us, Investor education and protection fund, employees state insurance, custom duty, excise duty, cess and wealth tax is not applicable to the company.

(x) The company has accumulated losses of more than fifty percent of its net worth as at the end of the financial year 31sMarch, 2010 and the company has not incurred any cash losses during such financial year but incurred cash losses in the financial year immediately preceding such financial year.

(xi) The company has not taken any loans from banks and no loan has been taken from the financial institution and debentures holders, hence this clause is not applicable.

(xii) According to information and explanations given, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investment.

(xv) According to information and explanations given, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The company has not obtained any term loan during the year.

(xvii) Inouropinionand according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment and vice-versa.

(xviii)The company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures.

(xx) The company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, 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 & on behalf of

Srivastava Kumar & Company

Chartered Accountants

(M.K.Jain)

Place : New Delhi Partner

Date: 29th April 2010 Membership No.88223

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Usha Housing Development Company Limited as at 31st March, 2009 and the related Profit and loss account and 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 have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Centra! Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the bocks and records cf the company as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report in the Anncxure of this report, on the matters specified in paragraphs 4 and 5 of the said Order, to the exient applicable to the Company.

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

(a) We have obtained all the information and explanations which, to the best of our knov/ledge 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 such books.

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

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

(e) On the basis of written representation received from the Directors as on 31st ^ Mardh 2009 and taken on record by the Board ofDirectors, we report that

none of the Directors are disqualified as on 31st March 2009 from being appointed as Directors Under Section 274(1 )(g) of the Companies Act 1956. ,

(f) In our opinion and to the best of our information and according to explanations J given to us, 4he said accounts read together witlr notes thereon as per schedule 6 gives the information required by the Companies Act 1956, manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i)ln the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2009:

(ii) In the case of Profit and Loss Account, of the loss of the company for the year ended on that date. /

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF USHA HOUSING DEVELOPMENT COMPANY LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31st MARCH. 2009

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

(b) The physical verification of fixed assets has been carried out by the management during the year and no material discrepancy was found during such verification.

(c) The company has not disposed off any of its fixed assets during the year.

(ii) (a) The stocks of work in progress of the company have been physically verified by the management as at the year end. There is no stock of finished goods with the company.

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

(c) According to the information and explanations given to us, the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) The company has not granted or taken any loan secured or unsecured to / from companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such the provisions of clause (iii) (b),(c),(d) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchases of inventory and fixed assets and for sale of goods.

(v) (a) The transactions need to be entered in to the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) The company has not entered in any transactions with the parties mentioned in the register maintained in pursuance of the provisions of Section 301 of Companies Act, 1956.

(vi) The Company has not accepted any deposit from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 and directives issued by the Reserve Bank of India.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956.

(ix) (a) According to the records of the company, the company is generally been regular in depositing undisputed statutory dues including income tax, provident fund and other statutory dues. According to the information and explanations given to us, no undisputed amount is payable in respect of above was outstanding, as at 31st March, 2009 for a period of more than six months from the date it became payable. As explained to us, Investor education and protection fund, employees state insurance, custom duty, excise duty, cess and wealth tax is not applicable to the company.

(b) As at 31st March, 2009, according to information provided by the company, following amount have not been deposited on account of dispute as follows :

Name of Nature of Dues Amount Period to which amount Forum where Statute (Rs) relates the dispute is pending

Income Tax Block Assessment 8,35,313 Period from 01.04.90 to Income Tax 14.02.2001 Appellate Tribunal

(x) The company has accumulated losses of more than fifty percent of its net worth as at the end of the financial year 31st March, 2009 and the company has incurred cash losses during such financial year and also in the financial year immediately preceding such financial year.

(xi) The company has not taken any loans from banks and no loan has been taken from the financial institution and debentures holders, hence this clause is not applicable.

(xii) According to information and explanations given, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv)ln our opinion, the company is not dealing or trading in shares, securities, debenture and other investment.

(xv) According to information and explanations given, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The company has not obtained any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment and vice-versa.

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures.

(xx) The company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, 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 reportedduring the year, nor have we been informed of such case by the management.

For & on behalf of Srivastava Kumar & Company Chartered Accountants Place : New Delhi Partner Date: 29th July 2009 Membership No.66223